Business Solution Template

BUSINESS SOLUTION TEMPLATE

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

RECITALS

WHEREAS, Client requires business solution services, including but not limited to strategic planning, systems integration, and process implementation, as more particularly described in the Scope of Work; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to perform the services described herein and is willing to provide such services to Client under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Service Provider shall provide the services and deliverables described below in accordance with the milestones, specifications, and acceptance criteria set forth in this Agreement.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables. All fees are exclusive of applicable taxes unless otherwise stated.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above. Upon termination, Service Provider shall deliver all completed work and Client shall pay for services performed through the effective date of termination.

CONFIDENTIALITY

Each party shall hold in confidence and shall not use or disclose any Confidential Information of the other party except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public information that is marked confidential or that the receiving party should reasonably understand to be confidential given its nature and the circumstances of disclosure.

Confidential Information shall not include information that is (a) in the public domain through no fault of the receiving party, (b) rightfully received from a third party without breach of any obligation of confidentiality, or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information. Each party agrees to use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants Client a perpetual, non-exclusive, royalty-free license to use the Deliverables for Client's internal business purposes upon full payment. Service Provider retains ownership of any pre-existing intellectual property and general methodologies, provided that Client receives all rights necessary to use the Deliverables as intended.

WARRANTIES, INDEMNITY AND LIMITATION OF LIABILITY

Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. Each party shall indemnify the other against third-party claims arising from its negligence or willful misconduct. Except for liability resulting from willful misconduct or gross negligence, the aggregate liability of either party shall not exceed the total fees paid under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any attachments and accepted change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices 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 by notice. Notices are effective upon receipt.

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