Business Services VIRTOSI Only

Business Services VIRTOSI Only

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: (hereinafter "Client"), and Service Provider Name: (hereinafter "Service Provider").

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain business services described herein and Service Provider has the requisite experience and capability to perform such services under the terms of this Agreement.

WHEREAS, Service Provider agrees to perform the services for Client subject to the terms, conditions, and limitations set forth in this Agreement, including the requirement that services are performed by or under the direct supervision of authorized VIRTOSI personnel where indicated.

WHEREAS, the parties intend that this Agreement set forth the complete terms of their relationship with respect to the services described below.

Scope of Work

Service Provider shall perform the services and deliverables described in the scope below. The parties may attach or incorporate additional statements of work by written amendment signed by both parties.

Payment Terms

Client shall pay Service Provider in accordance with the following terms. Unless otherwise specified, all amounts are in United States Dollars and exclusive of applicable taxes.

Service Provider shall submit invoices in accordance with the payment schedule. Client shall pay each undisputed invoice within days of receipt. Disputes to invoice amounts must be provided in writing within the payment period.

Overdue amounts shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. In addition, Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to termination. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice specifying the breach.

Upon termination, Service Provider shall deliver all work in progress and Client shall pay for services performed and non-cancelable obligations incurred up to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (i) was rightfully in the receiving party's possession prior to disclosure; (ii) is or becomes publicly available through no fault of the receiving party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. The obligations of confidentiality survive termination for a period of three (3) years, except for trade secrets which shall be protected for as long as such information qualifies as a trade secret under applicable law.

Intellectual Property; Ownership

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property, tools, methodologies, and general know-how. Work product created specifically for Client under this Agreement and delivered to Client shall be owned by Client upon full payment, except that Service Provider grants Client a non-exclusive, perpetual license to any underlying Service Provider tools and intellectual property incorporated in such deliverables.

Indemnification; Limitation of Liability

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Independent Contractor; Taxes

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Service Provider is solely responsible for all taxes and withholdings arising from its performance and compensation under this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below, or to such other address as the party designates by written notice. Notices are effective upon personal delivery, three days after deposit in the U.S. mail, or one day after deposit with an overnight courier.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall first attempt to resolve disputes in good faith; if unresolved within thirty (30) days, disputes shall be resolved in the courts located in the chosen jurisdiction.

Entire Agreement; Amendment; Severability

This Agreement, including any incorporated statements of work and amendments executed by both parties, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to its subject matter. Any amendment or waiver must be in writing and signed by authorized representatives of both parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all its assets. The parties agree to comply with applicable laws in the performance of this Agreement.

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