Business Document Sloane

BUSINESS DOCUMENT SLOANE

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

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein in connection with Project:

WHEREAS, Service Provider has represented that it possesses the expertise, personnel and resources necessary to perform the services and agrees to provide such services pursuant to the terms and conditions of this Agreement.

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

SCOPE OF WORK

Service Provider shall perform the tasks and deliverables described in the Scope of Services in a professional and workmanlike manner consistent with industry standards. Any material change to the Scope of Services shall be made only by a written amendment signed by both parties.

PAYMENT TERMS

All fees are exclusive of taxes unless otherwise specified. Client shall pay all undisputed amounts within the time specified above. For any disputed amounts, parties shall act in good faith to resolve disputes; undisputed portions must be paid. Service Provider shall not be required to perform further services if invoices remain unpaid beyond the payment period, subject to any cure rights set forth in this Agreement.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within fifteen (15) days after receiving written notice specifying the breach, except where a longer cure period is reasonably required. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination. The provisions that by their nature survive termination or expiration shall so survive.

CONFIDENTIALITY

"Confidential Information" means non-public, proprietary information disclosed by a disclosing party to the receiving party, whether disclosed orally, visually, or in writing. The receiving party shall: (a) hold Confidential Information in confidence 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 solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information does not include information that: is or becomes publicly known through no breach of this Agreement; is rightfully received from a third party without restriction; or is independently developed without use of the other party's Confidential Information. Upon written request or termination, the receiving party shall return or destroy Confidential Information as requested and certify such return or destruction in writing.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use the final deliverables provided under this Agreement for Client's internal business purposes. Service Provider retains ownership of its pre-existing materials, tools, methodologies, and know-how. If any assignment of intellectual property is required, such assignment shall be expressly set forth in a written amendment signed by both parties and conditioned upon full payment of all fees due.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its gross negligence, willful misconduct, or breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNITY OBLIGATIONS OR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to its conflicts of law rules. The parties agree that exclusive venue for any dispute arising under this Agreement shall be the courts located in the selected jurisdiction, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter hereof. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by 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. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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