Business TIME Document

BUSINESS TIME AGREEMENT

This Business Time Agreement ("Agreement") is made effective as of by and between Client Name: , with principal address:

and Service Provider Name: , with principal address:

RECITALS

WHEREAS, Client requires time-based business services consisting primarily of scheduling, allocation and management of personnel time and related administrative coordination; and

WHEREAS, Service Provider has experience and capacity to provide time management, time-tracking, resource allocation, and related consulting services (collectively, the Services) and is willing to perform such Services for Client in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms governing performance, payment, confidentiality and other matters relating to the Services.

SCOPE OF WORK

Deliverables and acceptance criteria shall be set forth in writing as part of the Scope of Work. Service Provider shall provide timesheets, progress reports, and, upon Client request, reasonable supporting records evidencing hours worked and tasks performed.

PAYMENT TERMS

Invoices are payable within days of receipt unless otherwise agreed in writing. Past-due amounts shall accrue interest at the rate of per month (or the maximum permitted by law, if less). In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees, for amounts not paid when due.

Check Wire Transfer Card Other (describe below)

TERM AND TERMINATION

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and costs incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all 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. Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was known to the receiving party at the time of disclosure without restriction; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (a) 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; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors and professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Upon termination or upon written request, the receiving party shall return or destroy all Confidential Information and certify such return or destruction.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits or written Scope of Work 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, negotiations, and representations, whether written or oral. No amendment or waiver of any provision shall be effective unless in a writing signed by both parties.

MISCELLANEOUS PROVISIONS

Relationship of the Parties: Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Each party shall be solely responsible for its own taxes, employees and benefits.

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable for indirect, incidental, special or consequential damages, and each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total amount paid by Client to Service Provider under this Agreement in the twelve months preceding the claim.

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