Business Services WOSO Template

BUSINESS SERVICES WOSO TEMPLATE

This Business Services Work Order and Statement of Work (this Agreement) is entered into as of by and between Client Name: and Service Provider: .

WHEREAS

WHEREAS, Client Name: desires to engage Service Provider to perform the services described in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform such services in accordance with the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall provide the professional services, tasks and deliverables described below. The Scope of Work may include project management, design, development, testing, implementation and related activities as specified in this Agreement and in any applicable attachment or exhibit.

PAYMENT TERMS

Client shall pay Service Provider for the services performed under this Agreement in accordance with the following terms.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure the breach within a commercially reasonable period, not to exceed 30 days, after receipt of written notice.

CONFIDENTIALITY

Each party acknowledges that, in the course of performance, it may receive or have access to non-public, confidential or proprietary information of the other party ("Confidential Information"). Each party agrees to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only for performance under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or agents who have a need to know and are bound by obligations of confidentiality no less protective than those in this Agreement. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, independently developed without use of the other party's Confidential Information, or rightfully obtained from a third party without restriction.

Acknowledgement of Confidentiality: I acknowledge and agree to the confidentiality obligations set forth above.

CHANGE ORDERS

Any change to the Scope of Work, schedule, price or other material term shall be made only by a written change order signed by authorized representatives of both parties. A change order shall set forth the change, the effect on price and schedule, and any other amendments to this Agreement.

LIMITATION OF LIABILITY AND INDEMNITY

Except for liability arising from gross negligence, willful misconduct or breaches of confidentiality, neither party shall be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of either party for direct damages arising out of or in connection with this Agreement shall not exceed the amount of fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim, unless otherwise agreed in writing.

Service Provider shall indemnify, defend and hold Client harmless from and against third-party claims to the extent arising out of Service Provider's negligent acts or willful misconduct in performance of the services.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law rules.

ENTIRE AGREEMENT

This Agreement, together with any attached exhibits, appendices or change orders executed in accordance with this Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements, 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.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in connection with a merger, sale of substantially all assets or change of control provided the assignee assumes all obligations hereunder. The waiver of any breach shall not constitute a waiver of any other or subsequent breach. If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.

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