Business Services XDS

Business Services XDS

This Business Services Agreement (the "Agreement") is made effective as of by and between Service Provider Name: and Client Name: .

Recitals

WHEREAS, Service Provider has expertise in providing business services, including but not limited to operational consulting, systems integration, process design and implementation, and related advisory services; and

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

WHEREAS, the parties intend that the terms and conditions of this Agreement will govern the relationship between them with respect to the subject matter hereof.

Scope of Work

Service Provider will perform the services described below in a professional and workmanlike manner in accordance with industry standards. The scope below constitutes the primary obligations of Service Provider.

Payment Terms

Client shall pay Service Provider for the services performed as follows. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Invoices shall be due within days of receipt. Overdue amounts shall accrue interest at a rate of % per month (or the maximum permitted by law), calculated monthly on the outstanding balance. Client shall reimburse reasonable, preapproved out-of-pocket expenses incurred by Service Provider in connection with performance of the services.

Yes, expenses must be pre-approved in writing

Term and Termination

This Agreement shall commence on Start Date: and shall continue 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 termination date. Either party may terminate immediately for material breach that is not cured within days after written notice of such breach.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") and shall not use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement or as required by law. Confidential Information does not include information that: (a) is or becomes publicly known through no act of the Receiving Party; (b) was rightfully in the Receiving Party’s possession prior to disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets for which the obligations shall survive as long as such information qualifies as a trade secret under applicable law.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of this Agreement.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid provision that most closely approximates the parties' intent.

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