Business Solution Document

BUSINESS SOLUTION DOCUMENT

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

WHEREAS

WHEREAS, Client requires business analysis, systems integration, and related professional services to implement a defined business solution (the "Solution"); and

WHEREAS, Provider represents that it has the experience, personnel, and technical capability to deliver the Solution in accordance with the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth the scope, schedule, compensation and other material terms governing the provision of the Solution.

SCOPE OF WORK

Deliverables will be specified in writing and accepted by Client upon completion of acceptance testing consistent with the acceptance criteria set forth in the scope. Provider will allocate personnel with appropriate skill sets and shall perform services in a professional and workmanlike manner.

PAYMENT TERMS

Invoices shall be rendered in accordance with the payment schedule. Client shall pay undisputed amounts within days of receipt of invoice. Any disputed amounts shall be raised in writing within ten (10) days of receipt; undisputed portions remain payable.

All fees are exclusive of applicable taxes unless otherwise agreed in writing. Provider shall itemize any reimbursable expenses and obtain Client's prior written approval for expenses exceeding the agreed threshold.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice delivered days prior to termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of payment obligations for services performed and reasonable costs incurred prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, technical, product, financial and other information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether disclosed orally or in writing, 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.

The Receiving Party shall (a) use the Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except as expressly permitted in this Agreement.

Permitted disclosures include disclosure to the Receiving Party's employees, contractors, and professional advisors who have a strict need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that is: (i) publicly available without breach of this Agreement; (ii) rightfully received from a third party without restriction; (iii) independently developed without use of the Disclosing Party's Confidential Information; or (iv) required to be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates with reasonable protective measures.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement, subject to any mandatory forum selection or arbitration clauses the parties may later agree in writing.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or change of control, provided the assignee assumes all obligations under this Agreement.

Limitation of Liability: Except for liability arising from breach of confidentiality 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 out of or relating to this Agreement shall not exceed the total amount paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

Notices: All notices required or permitted by this Agreement shall be in writing and delivered to the addresses below or such other addresses as the parties may designate in writing.

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