Business Tech Solutions

BUSINESS TECH SOLUTIONS MASTER SERVICES AGREEMENT

This Master Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Business Tech Solutions (Service Provider) Name: .

Parties and Notices

Recitals

WHEREAS, Client desires to engage Provider to perform technology services and related deliverables described herein; and

WHEREAS, Provider has represented that it possesses the competence, experience and personnel necessary to provide such services under the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Scope of Work

Provider shall perform the services and deliverables described in the Scope of Work. Scope may include system design, implementation, configuration, testing, training and ongoing support. Any deliverables shall conform to the acceptance criteria specified in the Scope of Work.

Change Orders

Any material change to the Scope of Work, schedule, or fees shall require a written change order signed by both parties. Provider shall not commence work governed by a change order until the change order is approved in writing by Client.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the performance of services. Unless otherwise stated, fees are exclusive of applicable taxes. Provider shall invoice Client in accordance with the schedule below and Client shall pay invoiced amounts within the number of days specified.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue through End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days following written notice of such breach.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each recipient shall (a) hold Confidential Information in strict confidence, (b) use it only to perform its obligations or exercise rights under this Agreement, and (c) disclose it only to employees or contractors with a need to know and who are bound to protect confidentiality. Recipient shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall not apply to information that (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was known to the recipient prior to disclosure; (iii) is disclosed to recipient by a third party having the right to disclose it; or (iv) is independently developed without use of Confidential Information. These confidentiality obligations shall continue for years after termination or expiration of this Agreement.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider retains all right, title, and interest in and to Provider tools, methodologies, know-how and other pre-existing materials. Client shall own final deliverables specifically created for Client under this Agreement, subject to payment in full, and Provider hereby assigns to Client all right, title and interest in such deliverables. Provider may retain copies of deliverables for archival and compliance purposes, subject to confidentiality obligations.

Indemnification and Limitation of Liability

Each party shall indemnify and defend the other from third-party claims arising from the indemnifying party's gross negligence or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Data Security and Compliance

Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of Client data, including access controls, encryption where reasonably practicable, and policies for secure disposal. Provider shall promptly notify Client of any unauthorized access or security incident affecting Client Confidential Information and cooperate with Client to remediate and mitigate such incidents.

Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of the State of , without regard to conflict of laws principles. The parties agree to attempt negotiation in good faith prior to commencing any litigation; nothing in this section limits either party's right to seek injunctive relief.

Entire Agreement

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

Miscellaneous

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

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