Business Systems Template

BUSINESS SYSTEMS TEMPLATE

This Business Systems Template (the "Agreement") is entered into as of Effective Date: , by and between Client Name: with principal place of business at (\"Client\"), and Service Provider Name: with principal place of business at (\"Provider\").

RECITALS

WHEREAS, Client seeks the design, implementation and ongoing support of business systems, processes, and documentation necessary to operate Client's business operations efficiently; and

WHEREAS, Provider possesses the experience, personnel, and technical capability to provide consulting, configuration, integration and training services related to business systems; and

WHEREAS, the parties desire to set forth in writing their respective rights and obligations with respect to the performance of such services.

SCOPE OF WORK

Provider shall perform the services described below (the "Services"). Provider will perform the Services in a professional and workmanlike manner consistent with industry standards and in accordance with the schedules set forth in the Payment Terms.

PAYMENT TERMS

Client shall pay Provider for the Services in accordance with the amounts and schedule stated below. All fees are payable in U.S. dollars and are exclusive of taxes, unless otherwise stated.

Any undisputed late payment shall accrue interest at the lesser of (i) per month or (ii) the maximum rate permitted by applicable law. In addition to interest, Client shall reimburse Provider for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the Start Date set forth below and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date set forth below or completion of the Services, whichever occurs later.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the effective date of termination. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all non-public, confidential or proprietary information furnished by the other party (the "Disclosing Party"), whether marked confidential or not, that relates to the Disclosing Party's business, technology, systems, pricing, customer data, or other business affairs ("Confidential Information"). The Receiving Party shall not use Confidential Information except for the performance of its obligations under this Agreement and shall not disclose such Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information does not include information that: (a) was already rightfully known to the Receiving Party prior to disclosure; (b) becomes generally known to the public through no fault of the Receiving Party; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Upon termination or written request, the Receiving Party shall promptly return or destroy all tangible Confidential Information and certify in writing that such return or destruction has occurred.

By checking this box, the undersigned acknowledges they have read and will comply with the confidentiality obligations set forth in this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice-of-law rules. The parties agree that exclusive jurisdiction and venue for any dispute arising out of or relating to this Agreement shall be in the state and federal courts located within that state.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, 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, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets provided that the assignee assumes Provider's obligations hereunder. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

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