Business Combined Responses

Business Combined Responses

Parties

This Business Combined Responses Agreement (the "Agreement") is made and entered into this day of , by and between the parties named above.

WHEREAS

1. Client is engaged in the business of providing goods and/or services and desires to retain the Service Provider to perform certain services on the terms set forth in this Agreement.

2. Service Provider represents that it has the experience, skill, personnel and resources necessary to perform the services described in this Agreement and is willing to perform such services for Client under the terms and conditions set forth herein.

3. The parties desire to set forth the scope, payment terms, confidentiality obligations, term and termination rights, and other terms applicable to the services to be provided.

Scope of Work

Service Provider shall perform the services and deliverables described below. The parties acknowledge that deliverables, milestones, acceptance criteria and any change orders will be documented in writing and signed by both parties.

Payment Terms

Client shall pay Service Provider the total amount of $ for the services rendered under this Agreement, payable in accordance with the payment schedule below.

Unless otherwise agreed in writing, payments are due within days of receipt of a correct invoice. Overdue amounts shall accrue interest at the rate of % per month (or the maximum rate permitted by law), calculated monthly, plus any costs of collection, including reasonable attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after written notice of 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. Receiving party shall: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors on a need-to-know basis who are bound by comparable confidentiality obligations.

Confidentiality obligations do not apply to information that: (i) is or becomes public other than by breach of this Agreement; (ii) was known to receiving party prior to disclosure without an obligation of confidentiality; (iii) is independently developed by receiving party without use of disclosed Confidential Information; or (iv) is required to be disclosed by law or regulation, provided receiving party gives prompt notice and cooperates with disclosing party to seek protective measures.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement, and Client shall have a perpetual, worldwide, royalty-free right to use such deliverables. Service Provider shall retain ownership of its pre-existing materials, tools and general skills; however, Service Provider grants Client a non-exclusive license to any pre-existing materials to the extent incorporated into deliverables.

Limitation of Liability; Indemnification

Except for willful misconduct or gross negligence, neither party shall be liable for consequential, incidental, special or punitive damages. Each party shall indemnify and defend the other against third-party claims arising from its breach of this Agreement or its negligent or willful acts or omissions.

Governing Law

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 consent to exclusive jurisdiction and venue in the state and federal courts located in that state.

Entire Agreement

This Agreement, together with any exhibits or appendices 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, negotiations and communications, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties.

Miscellaneous

Each party is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership, joint venture or agency relationship. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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