Business Solutions Agreement

BUSINESS SOLUTIONS AGREEMENT

THIS BUSINESS SOLUTIONS AGREEMENT (the "Agreement") is made effective as of by and between:

Service Provider Name:

Client Name:

RECITALS

WHEREAS, Service Provider is engaged in the business of developing, implementing and supporting business solutions, software integrations and consulting services; and

WHEREAS, Client desires to retain Service Provider to perform certain services for Client and Service Provider is willing to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the terms and conditions under which the services will be delivered and accepted.

SCOPE OF WORK

Service Provider shall provide the services, deliverables and professional resources described below. The specific tasks, deliverables, acceptance criteria and any milestones shall be as set forth in this section and any attachments executed by the parties.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses in accordance with the terms below. All amounts are payable in U.S. dollars unless otherwise expressly agreed in writing.

All invoiced amounts shall be due and payable within days of invoice receipt unless otherwise set forth above. Client shall contest any invoice in writing within fifteen (15) days of receipt or the invoice shall be deemed accepted. Client is responsible for all applicable taxes, excluding taxes on Service Provider's net income.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this Agreement.

Start Date:     End Date:

Either party may terminate this Agreement for cause if the other party materially breaches a material obligation under this Agreement and fails to cure that breach within the notice period set forth above. Termination for convenience is permitted upon the providing of the notice period set forth above, subject to payment for services performed and reimbursable expenses incurred through the effective date of termination.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred to the date of termination. Sections regarding confidentiality, indemnification, limitation of liability, and ownership of work product shall survive termination.

CONFIDENTIALITY

Each party (the "Recipient") will hold in confidence and will not disclose to any third party any non-public, proprietary or business information disclosed by the other party (the "Discloser") that is designated confidential or that, by its nature, should reasonably be considered confidential ("Confidential Information"). Confidential Information does not include information that is (a) already known to the Recipient without obligation of confidentiality; (b) publicly available through no fault of the Recipient; (c) rightfully received by Recipient from a third party without restriction; or (d) independently developed by the Recipient without use of the Discloser's Confidential Information.

The Recipient shall use Confidential Information solely to perform its obligations under this Agreement and shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care. Upon written request or upon termination of this Agreement, the Recipient shall return or destroy Confidential Information as directed by the Discloser.

OWNERSHIP OF WORK PRODUCT

Unless otherwise agreed in writing, Service Provider grants Client a perpetual, non-exclusive, non-transferable license to use deliverables created specifically for Client under this Agreement solely for Client's internal business purposes upon full payment. Service Provider retains ownership of pre-existing materials, tools, methodologies, and general know-how. To the extent any third-party components are included in deliverables, such components remain subject to their applicable licenses.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of its breach of this Agreement or its gross negligence or willful misconduct. Except for liability arising from willful misconduct or a party's breach of its confidentiality or indemnification obligations, neither party's aggregate liability shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim. In no event shall either party be liable for lost profits, consequential, incidental or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located within that State for any disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to all or substantially all of the assigning party's business or assets. Notices shall be given in writing to the addresses set forth above or to such other address as a party may designate in writing.

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