Business Solution Agreement

BUSINESS SOLUTION AGREEMENT

Parties and Effective Date

This Business Solution Agreement (the "Agreement") is entered into as of (the "Effective Date") by and between:

Recitals

WHEREAS, Client Name: desires to obtain business solutions, consulting and implementation services in the areas set forth in this Agreement; and

WHEREAS, Service Provider Name: has the expertise, personnel and facilities to provide such services and agrees to perform the services under the terms and conditions set forth herein.

Scope of Work

Provider shall perform the services and deliverables described below. The parties acknowledge that the Scope of Work may be supplemented by written statements of work signed by both parties. Provider will perform such services in a professional and workmanlike manner, using appropriately qualified personnel, and in accordance with industry standards.

Payment Terms

In consideration for the services, Client will pay Provider the fees set forth below. Unless otherwise agreed in writing, all fees are payable in U.S. dollars and are exclusive of taxes for which Client is responsible.

Late payments shall accrue interest at the rate specified above, or if no rate is specified, at one and one-half percent (1.5%) per month on the outstanding balance, plus all costs of collection, including reasonable attorneys' fees.

Term and Termination

The term of this Agreement shall commence on the Effective Date and shall continue until , unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may also terminate for convenience upon days' prior written notice.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Provisions that by their nature survive termination shall remain in effect.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party") in any form that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, technical data, know-how, software, financial information, pricing, customer lists, and proposals.

The Receiving Party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care to avoid disclosure as it uses with respect to its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information shall not include information that: (i) was known to the Receiving Party without restriction prior to disclosure by the Disclosing Party; (ii) is or becomes publicly known through no wrongful act of the Receiving Party; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide prior notice to the Disclosing Party and use reasonable efforts to obtain confidential treatment.

Representations and Warranties

Each party represents and warrants that it has the full corporate or other power and authority to enter into and perform its obligations under this Agreement and that the person signing on its behalf is authorized to bind that party.

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 that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration unless the parties mutually agree otherwise, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any and all third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, willful misconduct or gross negligence. EXCEPT FOR A PARTY'S INDEMNITY OBLIGATIONS OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given upon delivery by hand, upon confirmed receipt by electronic mail, or three (3) days after deposit with a nationally recognized overnight courier.

Entire Agreement

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

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest by merger or acquisition.

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