Business Solutions Contract

BUSINESS SOLUTIONS CONTRACT

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business consulting, software configuration, systems integration, and related professional services; and

WHEREAS, Client desires to retain Service Provider to perform certain services described herein and Service Provider agrees to perform such services on the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Service Provider will provide the services, deliverables, milestones and acceptance criteria set forth below. Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the performance of the services. All amounts are stated in United States dollars unless otherwise specified.

Service Provider may suspend performance if Client fails to pay any undisputed invoice within the time specified above following written notice and a five (5) business day opportunity to cure.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within the notice period specified above. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") will maintain in confidence and will not disclose or use except in performance of its obligations under this Agreement any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means nonpublic information disclosed in written, electronic, or oral form 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 expressly excludes information that is or becomes publicly available other than through a breach of this Agreement, was known to the Receiving Party prior to disclosure, or is independently developed without reference to the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to those of its employees, contractors, and advisors who have a strict need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein. The Receiving Party will use at least the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of all preexisting intellectual property and tools developed prior to or outside this Agreement. Client shall receive a nonexclusive, nontransferable license to use deliverables solely for Client's internal business purposes upon full payment of amounts due. Any third-party software or components will be subject to the applicable third-party license terms.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from a party's willful misconduct, gross negligence, or breach of confidentiality, neither party will be liable for incidental, consequential, special or punitive damages. Each party will indemnify and hold harmless the other from third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, or wilful misconduct, subject to the indemnified party's compliance with reasonable notice and cooperation requirements.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any action arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, attachments, and accepted statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

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 either party designates by notice. Notices are effective upon delivery if delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

MISCELLANEOUS

If any provision of this Agreement is held to be unenforceable, the remainder of this Agreement will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employment relationship. The parties may execute this Agreement in counterparts, each of which will be deemed an original and all of which together will constitute one instrument.

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