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Business Services Agreement — SignNow Pages

Parties and Effective Date

This Business Services Agreement ("Agreement") is made and entered into as of , (the "Effective Date"), by and between:

Recitals

WHEREAS, the Service Provider possesses expertise and experience in providing business consulting, technical, and related services as described in this Agreement; and

WHEREAS, the Client desires to engage the Service Provider to perform the services set forth herein, and the Service Provider agrees to perform such services under the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

Scope of Work

The Service Provider shall perform the services described below. The Service Provider shall furnish the labor, materials, equipment, and expertise necessary to complete the work in a professional manner consistent with industry standards.

Payment Terms

As consideration for the services performed, the Client shall pay the Service Provider in accordance with the following terms.

Invoices are due in accordance with the Payment Schedule. If any undisputed invoice is not paid within the agreed period, the Client shall be liable for the Late Payment Fee specified above and for reasonable costs of collection, including attorneys' fees.

Term and Termination

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

Start Date:

End Date:

Either party may terminate this Agreement for material breach that is not cured within the notice period set forth above. Termination for convenience may be effected by either party upon providing the notice set forth above, subject to payment for services performed through the effective date of termination and reimbursement for reasonably incurred third-party costs.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection of tangible objects, 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. Confidential Information does not include information that is (a) or becomes publicly available through no fault of the receiving party; (b) rightfully received from a third party without restriction; (c) independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates with any lawful effort to limit disclosure.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations in this section shall survive termination of this Agreement for a period of from the date of disclosure.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability to the other shall exceed the amount paid or payable to the Service Provider under this Agreement during the twelve (12) months 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 principles of conflicts of law.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing contained in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties. Notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above.

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