Business Services WYSTC

Business Services WYSTC

Parties

Service Provider Name:

Client Name:

Recitals

WHEREAS, Service Provider is engaged in the business of providing business services, consulting, and related deliverables as described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform the services described below 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 and promises contained herein, the parties agree as follows.

Scope of Work

Additional specifications, milestones, and acceptance criteria will be set forth in writing and appended as exhibits when applicable. Any material change to the Scope of Work shall be subject to a mutually executed written change order.

Payment Terms

Total Contract Amount:

Late Payment: Client shall pay interest on any past-due amount at the rate of compounded monthly, or the maximum rate permitted by law, whichever is less. In addition, Service Provider may suspend performance if Client fails to pay amounts when due, provided Service Provider gives seven (7) days' prior written notice of intent to suspend.

Term and Termination

Term Commencement Date: . Term End Date:

This Agreement shall continue in effect for the term specified above unless earlier terminated in accordance with this section. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and 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, including any non-cancellable commitments made in connection with the Scope of Work.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose or use except in the performance of its obligations under this Agreement any Confidential Information disclosed by the other party (the "Disclosing Party"). "Confidential Information" means non-public information that is designated as confidential or that, under the circumstances, ought reasonably to be treated as confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public through no act or omission of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to the disclosure; (c) is lawfully disclosed to the Receiving Party by a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Upon termination or upon request, the Receiving Party shall return or certify destruction of the Disclosing Party's Confidential Information, except to the extent retention is required by law.

Representations and Warranties; Liability

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from a party's willful misconduct or gross negligence, the aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total Fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties agree to attempt in good faith to resolve disputes promptly by negotiation between executives with authority to settle. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration administered in accordance with the commercial arbitration rules selected by the parties, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Independent Contractor; Assignment

Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture, or agency relationship. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to a successor in connection with a merger or sale of substantially all of its assets.

Entire Agreement; Amendment

This Agreement, together with 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 communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided in this Agreement or to such other address as either party may designate in writing, and shall be deemed given upon personal delivery, one business day after delivery to a nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid.

Signatures

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