Business Document Skygrid

BUSINESS DOCUMENT SKYGRID

This Business Services Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client engages Provider to perform technical, operational and advisory services related to the Skygrid product line and associated business processes as further described herein; and

WHEREAS, Provider represents that it possesses the requisite skills, personnel and resources to provide such services, and Client desires to retain Provider under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the complete allocation of responsibilities, compensation and remedies between them.

SCOPE OF WORK

Provider will perform the services and deliverables described below. Provider shall perform all services in a professional and workmanlike manner consistent with industry standards. Any change to the Scope of Work must be documented and signed by authorized representatives of both parties.

PAYMENT TERMS

Client shall pay Provider for services rendered in accordance with the terms below. Provider shall invoice Client in accordance with the agreed schedule and Client shall pay undisputed amounts within the payment period specified.

Invoices are due and payable within days of receipt. Late payments shall accrue interest at the lesser of (i) a rate of percent per month, or (ii) the maximum rate permitted by applicable law. Client shall also reimburse Provider for reasonable costs of collection, including attorneys' fees, for overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Upon termination, Provider will deliver to Client all work-in-progress and, at Client's direction, either return or securely destroy Confidential Information of Client in Provider's possession as set forth in the Confidentiality section.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party, whether written, oral, electronic or other form, 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 includes, without limitation, business plans, technical specifications, designs, software, source code, financial information, customer lists and pricing.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement. The foregoing obligations shall not apply to information that is: (i) already known to the receiving party without an obligation of confidentiality; (ii) becomes generally available to the public through no fault of the receiving party; (iii) lawfully received from a third party without restriction; or (iv) independently developed without use of the disclosing party's Confidential Information.

Upon termination or request, the receiving party shall promptly return or destroy, at the disclosing party's option, all Confidential Information and certify in writing that it has done so, except to the limited extent retention is required by law or internal recordkeeping policies, in which case the receiving party shall continue to treat retained Confidential Information as confidential.

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 law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of any disputes arising out of or in connection with this Agreement.

LIMITATION OF LIABILITY & INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, or a breach of confidentiality, neither party shall be liable for incidental, special, consequential or exemplary damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of each party for direct damages under this Agreement shall not exceed the total amounts paid by Client to Provider under this Agreement in the six (6) months preceding the event giving rise to liability.

Provider shall indemnify, defend and hold harmless Client from and against any third-party claim arising out of Provider's gross negligence or willful misconduct in performing the Services. Client shall indemnify, defend and hold harmless Provider from and against any third-party claim arising out of Client's misuse of deliverables or violation of applicable law.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments expressly 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. Any amendment or modification to this Agreement must be in writing and executed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or to such other address as either party may designate by notice to the other. Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate power and authority to enter into and perform its obligations under this Agreement and that the execution and delivery of this Agreement have been duly authorized. Provider further represents that, to the best of its knowledge, the services and deliverables provided under this Agreement will not knowingly infringe any third-party intellectual property rights.

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