Revised Business Services SUP

REVISED BUSINESS SERVICES SUP

This Revised Business Services SUP (the Agreement) is made effective as of by and between Provider Name: with principal address: and Client Name: with principal address: .

RECITALS

WHEREAS, Provider and Client executed a prior Services SUP on or about , and the parties now desire to revise and supersede certain terms of that prior SUP as set forth in this Agreement;

WHEREAS, Provider represents that it has the professional capacity, personnel, and resources necessary to perform the services described herein and that such performance will comply with applicable laws, industry standards, and the specifications set forth in this Agreement;

WHEREAS, Client desires to retain Provider to perform the revised services and Provider agrees to perform those services under the terms and conditions of this Agreement.

SCOPE OF WORK

Provider shall perform the Scope of Work in a professional and timely manner, using personnel with suitable qualifications. Any change to the Scope of Work shall be set forth in a written amendment signed by authorized representatives of both parties.

PAYMENT TERMS

Provider shall submit invoices to Client in accordance with the Payment Schedule. Payments are due within days of receipt of an undisputed invoice. All payments shall be made in lawful currency of the United States unless otherwise agreed in writing.

Unpaid amounts shall bear interest at the lesser of (a) an annual rate of percent, or (b) the maximum rate permitted by law, calculated daily from the due date until paid. In addition to interest, Client shall pay any reasonable collection costs, including attorneys' fees, incurred by Provider to collect delinquent amounts.

Reimbursable out-of-pocket expenses shall be reimbursed by Client if pre-approved in writing. Estimated reimbursable expenses for the initial term are .

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement without cause by providing the other party with no less than days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days of written notice specifying the breach, or immediately if the breach is not curable.

Upon termination, Provider shall deliver all completed work and all work in progress for which Client has paid; Client shall pay Provider for all services performed and approved expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means information disclosed by a party that is designated as confidential or that, by its nature, should reasonably be considered confidential. Each party agrees to (a) maintain Confidential Information of the other party in strict confidence using at least the same degree of care it uses to protect its own confidential information, (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, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information shall not include information that (i) is or becomes publicly available through no fault of the receiving party, (ii) is lawfully received from a third party without restriction, (iii) is independently developed without use of the other party's Confidential Information, or (iv) is required to be disclosed by law or court order, provided that the receiving party gives prompt notice to the disclosing party to allow protection or a protective order.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages. The aggregate liability of each party under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

INSURANCE AND INDEMNITY

Provider agrees to maintain commercially reasonable insurance coverage appropriate to the services, including general liability and, where applicable, professional liability insurance. Provider shall indemnify and hold Client harmless from third-party claims arising from Provider's negligent performance or willful misconduct, subject to the limitations set forth in this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

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 agree to attempt to resolve disputes promptly by good-faith negotiation between senior representatives. If the dispute is not resolved within sixty (60) days, the parties may pursue any available legal remedies in the courts located in the chosen jurisdiction.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, together with any exhibits and written amendments signed by both 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 written or oral. Any modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all of its assets, or corporate reorganization, provided the assignee assumes the assigning party's obligations hereunder. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

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