Business VOS Document

BUSINESS VOS DOCUMENT

This Business VOS Document ("Agreement") is entered into on Effective Date: by and between Company Name: (hereinafter "Company") and Provider Name: (hereinafter "Provider"). Company and Provider are sometimes referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Company seeks verification, oversight and related verification-of-services activities ("VOS Services") in connection with Company operations, customers or vendors; and

WHEREAS, Provider represents that it possesses the expertise, personnel and systems necessary to perform the VOS Services described herein and is willing to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the terms governing Provider's performance, compensation and the Parties' respective rights and obligations.

SCOPE OF WORK

Provider shall perform VOS Services as described below and shall deliver the identified deliverables in accordance with the schedule and standards stated. Provider shall exercise the degree of skill and care ordinarily exercised by reputable professionals performing similar services.

PAYMENT TERMS

Company shall pay Provider for satisfactory performance of the VOS Services in accordance with the provisions below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the rate of % per month (or the maximum rate permitted by law), plus reimbursement of reasonable collection costs. Company shall be responsible for any taxes imposed on payments to Provider, other than Provider's net income taxes.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon providing written notice no fewer than days prior to the desired termination date. Either Party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each Party shall: (a) keep Confidential Information strictly confidential; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes public through no fault of the receiving Party, that was known to the receiving Party prior to disclosure, that is rightfully received from a third party without obligation of confidentiality, or that is independently developed by the receiving Party.

Upon termination or expiration of this Agreement, receiving Party shall promptly return or destroy all Confidential Information and certify in writing the completion of such return or destruction upon request.

INDEMNIFICATION AND LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from and against third-party claims arising out of that Party's gross negligence or willful misconduct in connection with this Agreement. Except for liability arising from a Party's gross negligence, willful misconduct or breach of confidentiality, neither Party shall be liable for incidental, consequential, punitive or special damages. The aggregate liability of either Party for any claim arising under this Agreement shall not exceed the total fees paid by Company to Provider under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising from this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all attachments and exhibits, 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. Any amendment or modification of this Agreement must be made in writing and signed by duly authorized representatives of both Parties.

NOTICES

Notices required under this Agreement shall be in writing and delivered to the addresses provided above by hand, certified mail (return receipt requested) or reputable overnight courier, and shall be deemed given on the date of delivery as evidenced by written receipt.

MISCELLANEOUS

If any provision of this Agreement is found to be 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 Party, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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