Business SMP Template

BUSINESS SMP TEMPLATE

This Business SMP Template (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client requires certain strategic, operational and management services related to the Client's business services and systems; and

WHEREAS, Service Provider represents that it has the skills, personnel and resources necessary to perform the services described in this Agreement and is willing to furnish such services to Client on the terms and conditions set forth herein.

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

1. Scope of Work

The parties acknowledge that the Scope of Work may include but is not limited to: project planning, system management procedures, performance monitoring, reporting, change control, and scheduled maintenance. Service Provider shall perform the services in a professional manner consistent with industry standards and shall allocate personnel with appropriate experience.

2. Deliverables and Acceptance

Client shall have the right to inspect and approve deliverables. Acceptance shall occur when Client provides written confirmation that the deliverable conforms materially to the accepted specifications, or upon five (5) business days after delivery if no written rejection specifying nonconformity is received by Service Provider.

3. Payment Terms

Unless otherwise agreed in writing, all amounts are payable in United States dollars. Client shall pay invoices within the period specified in the Payment Schedule. Service Provider may suspend performance for unpaid invoices sixty (60) days past due, provided Service Provider gives ten (10) days' prior written notice of such suspension.

4. Term and Termination

This Agreement shall commence on Start Date: and shall continue through End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

5. Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing 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 ("Confidential Information"). Receiving Party shall not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by Receiving Party; (b) was rightfully in Receiving Party's possession prior to receipt from Disclosing Party; (c) is received from a third party without restriction and without breach of any obligation to Disclosing Party; or (d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information. Upon termination of this Agreement, Receiving Party shall return or destroy Disclosing Party's Confidential Information as requested in writing.

6. Representations; Warranties; Limitation of Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. Independent Contractor

Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture or employer-employee relationship. Service Provider is solely responsible for all taxes, employment charges and benefits for its personnel.

8. 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 conflicts of law principles. The parties agree to attempt in good faith to resolve disputes amicably prior to initiating any litigation. If litigation is necessary, the parties consent to the exclusive jurisdiction of the courts located in the chosen state.

9. Entire Agreement; Amendment

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, proposals and communications. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

10. Miscellaneous

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

Notices

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