Business Agreement AE

BUSINESS AGREEMENT AE

This Business Agreement AE (the Agreement) is made and entered into as of Date: by and between Client Name: with principal place of business at , and Service Provider Name: with principal place of business at .

RECITALS

WHEREAS, Client requires certain professional services described herein and has retained Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents and warrants that it has the experience, capacity and personnel to perform the services in a competent and timely manner and will comply with industry standards and applicable laws; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Provider shall furnish all personnel, equipment and materials necessary to perform the services described above in a professional and workmanlike manner in accordance with the schedule agreed by the parties.

PAYMENT TERMS

Unless otherwise specified in the payment schedule, Provider shall invoice Client upon completion of milestones or monthly in arrears. Client shall pay invoiced amounts within days of receipt of a proper invoice.

Late Payment: Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law and Client shall also be responsible for all reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breach remains uncured thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all 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.

Obligations: Each party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the receiving party without use of Confidential Information.

INTELLECTUAL PROPERTY AND DELIVERABLES

Ownership: Except as otherwise agreed in writing, Provider grants Client a non-exclusive, perpetual, worldwide license to use deliverables provided under this Agreement for Client's internal business purposes. Provider retains all preexisting intellectual property and tools used in performing the services.

Provider warrants that deliverables will not infringe third-party intellectual property rights and agrees to indemnify Client for any third-party claims arising from such infringement, provided Client promptly notifies Provider and allows Provider to control the defense.

LIABILITY; INDEMNIFICATION

Limitation of Liability: Except for liability arising from breach of confidentiality, willful misconduct, gross negligence, or Provider's infringement indemnity, neither party shall be liable for consequential, incidental, special or punitive damages. Each party's aggregate liability for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from that party's breach of this Agreement, negligence or willful misconduct, provided the indemnified party provides prompt written notice and cooperates in the defense.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party may designate by written notice.

GOVERNING LAW; 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 promptly through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in the county of the governing state under the rules of a recognized arbitral body, and judgment on the award may be entered in any court of competent jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings and communications, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

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