Business Services WCCS

Business Services WCCS

This Business Services Agreement ("Agreement") is made effective as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing workforce compliance, consulting, and business services including without limitation advisory, implementation, and managed services related to WCCS programs; and

WHEREAS, Client desires to retain Service Provider to perform certain services described in this Agreement and Service Provider is willing to perform such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Scope of Work

Service Provider will perform the services described below (collectively, the "Services"). The Services shall be performed in a professional manner consistent with industry standards and in accordance with the schedule and milestones agreed by the parties.

Payment Terms

Client shall pay Service Provider for the Services as follows. All amounts are stated in U.S. dollars unless otherwise indicated.

Late payments shall accrue a late fee of and/or a flat fee of for each billing cycle past due. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

This Agreement commences on and, unless earlier terminated as provided below, will continue until .

Either party may terminate this Agreement for convenience upon written notice delivered days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination and, where applicable, for work in progress per the payment schedule.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is either designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, customer lists, pricing, software, and trade secrets.

The Receiving Party shall (i) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by obligations of confidentiality at least as protective as those in this Agreement.

The obligations in this section shall not apply to information that (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was lawfully in the Receiving Party's possession without restriction prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Confidentiality obligations shall survive termination of this Agreement for a period of years.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall first be subject to good faith negotiations between senior representatives. If unresolved, the parties agree to submit the dispute to binding arbitration in accordance with the rules chosen by the parties, except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its Confidential Information or intellectual property rights.

Representations; Limitation of Liability; Insurance

Each party represents that it has the full right, power and authority to enter into and perform under this Agreement. Service Provider represents that the Services will be performed in a professional and workmanlike manner in accordance with industry standards.

Except for liability arising from a party's gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total amounts actually paid to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Service Provider shall maintain, at its expense, general liability insurance and professional liability insurance in commercially reasonable amounts appropriate to the Services provided and will provide certificates of insurance upon reasonable request.

Entire Agreement; Amendment

This Agreement, including any exhibits and written statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or to such other address as either party may designate by notice in accordance with this section.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Administrative Contact

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