Business Services XPPS Agreement

Business Services XPPS Agreement

Parties and Effective Date

This Business Services XPPS Agreement (the "Agreement") is entered into as of by and between Client Name: , with principal place of business at , and Service Provider Name: , with principal place of business at .

Recitals

WHEREAS, Client desires to procure certain business services described in this Agreement for the purpose of improving, operating or otherwise supporting Client's business operations; and

WHEREAS, Provider represents that it possesses the professional skills, experience and resources necessary to perform the services specified herein and is willing to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective duties, payment terms, confidentiality obligations and other provisions governing the relationship between them.

Scope of Work

Payment Terms

If Client fails to pay undisputed amounts when due, Provider may charge interest on overdue amounts at the rate of compounded monthly, and may suspend performance after providing days' written notice. The foregoing remedies are in addition to any other remedies available at law or equity.

Term and Termination

Term Start Date: . Term End Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate this Agreement immediately for material breach by the other party that remains uncured for days following written notice specifying the breach. Termination will not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees (a) to hold the other party's Confidential Information in strict confidence, (b) to use Confidential Information solely to perform its obligations under this Agreement, and (c) not to disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall continue for years after termination or expiration of this Agreement, except with respect to trade secrets, for which obligations shall survive for as long as permitted by applicable law.

Confidentiality obligations are mutual.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement (the "Work Product") upon full payment of applicable fees. Provider retains ownership of its pre-existing tools, methodologies, know-how, and general skills. To the extent Provider incorporates third-party materials into Work Product, Provider will ensure appropriate rights for Client's use or will clearly identify the third-party components and any applicable license terms.

Representations; Indemnity; Limitation of Liability

Each party represents that it has the right and authority to enter into this Agreement. Provider shall perform services in a professional and workmanlike manner consistent with industry standards. Provider agrees to indemnify and hold Client harmless from third-party claims to the extent arising from Provider's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law and 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 to attempt in good faith to resolve disputes through negotiation. If the parties are unable to resolve a dispute within 30 days, either party may pursue any right or remedy available at law or in equity.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties.

Additional Provisions

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

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