Business Services Wesco

BUSINESS SERVICES AGREEMENT — WESCO

This Business Services Agreement (the "Agreement") is entered into as of by and between Client Name: with Principal Address: ("Client"), and Service Provider Name: with Principal Address: ("Provider"). Client and Provider are sometimes referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Provider is engaged in the business of providing business services including consulting, implementation, and ongoing support; and

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

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. Scope of Work

Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any change to the scope of work that materially alters Provider's obligations or the fees shall be documented in a written change order signed by both Parties.

2. Payment Terms

Any invoice not paid within days of the invoice date shall incur a late fee of per month on the outstanding balance, calculated from the due date until paid in full. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Provider in collecting overdue amounts.

3. Term and Termination

Term Commencement Date: . Term End Date:

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party at least days prior to the effective termination date. Either Party may terminate immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving 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, including business plans, financial information, customer lists, and technical information.

The Receiving Party shall (a) use Confidential Information only for the purposes of performing this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was in the Receiving Party's possession prior to disclosure by the Disclosing Party as shown by the Receiving Party's written records; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

5. Intellectual Property; Work Product

Unless otherwise agreed in writing, Provider retains all right, title and interest in and to Provider's pre-existing tools, methodologies, know-how and intellectual property. Subject to Client's payment of all fees due, Provider assigns to Client all right, title and interest in Deliverables specifically created for Client under this Agreement, excluding Provider's pre-existing materials and third-party materials licensed to Provider. Provider will, where applicable, execute documents reasonably necessary to effectuate such assignment.

6. Warranties; Limitation of Liability

Provider represents that it will perform services in a professional manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

7. Indemnification

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors and employees from and against any third-party claims arising out of the indemnifying Party's gross negligence or willful misconduct or material breach of this Agreement. The indemnified Party shall provide prompt written notice of any claim and reasonable cooperation in the defense at the indemnifying Party's expense.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under or relating to this Agreement.

9. Entire Agreement; Amendment

This Agreement, including any exhibits and written change orders executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

10. Miscellaneous

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either Party may designate by notice. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties are independent contractors and nothing in this Agreement creates an employment, partnership or agency relationship.

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