Business SSC Document

BUSINESS SSC DOCUMENT

Parties

Recitals

WHEREAS, Company Name: (the "Company") wishes to retain certain services to support its business operations; and

WHEREAS, Service Provider Name: (the "Provider") represents that it has the experience, personnel and resources to provide such services under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

Scope of Work

The Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The parties may amend the scope only by a written change order signed by authorized representatives of both parties.

Payment Terms

As consideration for the services performed, the Company shall pay the Provider the fees set forth below. The Provider shall submit invoices in accordance with the schedule selected and payment shall be due within the time specified following receipt of a proper invoice.

All payments are exclusive of applicable taxes. If a party is entitled to reimbursement of expenses, such expenses shall be pre-approved in writing and invoiced with supporting documentation.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party given at least Notice Period (days): days prior to the desired termination date. Either party may terminate immediately for material breach if the breach is not cured within thirty (30) days of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") will hold in confidence all Confidential Information disclosed by the other party (the "Disclosing Party") and shall not use or disclose such Confidential Information except as necessary to perform under this Agreement. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was within the Receiving Party's possession prior to disclosure; (c) is received from a third party without restriction and without breach of an obligation to the Disclosing Party; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The obligations set forth in this Confidentiality section will survive termination of this Agreement for Confidentiality Term (years): years.

Representations; Warranties; Liability

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. The Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO THE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given upon delivery if delivered personally, or three (3) business days after deposit with a nationally recognized overnight courier, addressed to the contact and address set forth below or such other address as a party designates by written notice.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If unresolved, disputes shall be submitted to binding arbitration in accordance with the parties' agreement or otherwise through a neutral forum mutually agreed by the parties.

Entire Agreement

This Agreement, together with any written amendments and attachments signed by both parties, 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. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all of the assigning party's assets. The parties are independent contractors and nothing herein creates an agency, partnership, joint venture or employer-employee relationship.

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