Business TSP Document

BUSINESS TSP AGREEMENT

This Business TSP Agreement (the "Agreement") is entered into as of between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client requires certain third-party technical and/or business services to support Client's operations, including but not limited to consulting, systems integration, managed services, and transition services (the "Services"); and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the Services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform the Services and Client will compensate Service Provider.

Scope of Work

Service Provider shall perform the Services in accordance with the Scope of Work and any schedules or statements of work attached to this Agreement. Service Provider shall provide personnel who possess the qualifications and experience necessary to perform the Services and shall perform the Services in a timely, professional and workmanlike manner.

Payment Terms

All fees are exclusive of taxes and duties. Client shall pay undisputed invoices within days of receipt. Late payments shall bear interest at the lesser of or the maximum rate permitted by applicable law.

If Client disputes any portion of an invoice in good faith, Client shall provide written notice of the dispute within ten (10) days of receipt of the invoice and pay the undisputed portion in accordance with this Agreement. Final payment for each deliverable shall not be unreasonably withheld upon acceptance.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination. Provisions that by their nature should survive termination shall survive, including but not limited to confidentiality, indemnity and payment obligations.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that, by its nature, should reasonably be understood to be confidential ("Confidential Information"). Receiving Party shall not use Confidential Information for any purpose other than performing its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those contained herein.

Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully in the Receiving Party’s possession prior to disclosure; (c) is received from a third party without restriction and without breach of a confidentiality obligation; or (d) is independently developed without the use of the Disclosing Party’s Confidential Information. The obligations of confidentiality shall continue for years following termination or expiration of this Agreement.

Representations, Warranties and Indemnity

Each party represents that it has full power and authority to enter into this Agreement. Service Provider warrants that the Services will be performed in a professional manner consistent with generally accepted industry standards. Client shall indemnify and hold harmless Service Provider from and against any claims arising from Client’s misuse of deliverables or failure to provide timely access to information necessary for performance. Service Provider shall indemnify and hold harmless Client from third-party claims arising from Service Provider’s gross negligence or willful misconduct.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or indemnity obligations for third-party claims, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for direct damages under this Agreement shall not exceed the total amounts paid by Client to Service Provider under this Agreement during the preceding twelve (12) months.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in accordance with the arbitration rules mutually agreed by the parties, or if none are agreed, by a commercially reasonable arbitration procedure.

Entire Agreement

This Agreement, together with any attachments and statements of work signed 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, and communications, whether oral or written. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

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