Business Document VIVObook

Business Document VIVObook

This Business Services Agreement (the "Agreement") is entered into as of Effective Date: by and between the parties identified below.

Parties

WHEREAS

WHEREAS, Provider is engaged in the business of developing, delivering, licensing and supporting the VIVObook product and related business services, and possesses the personnel, tools, and technical expertise to perform the services described herein;

WHEREAS, Client desires to engage Provider to perform certain services in connection with the VIVObook product on the terms and conditions set forth in this Agreement, and Provider agrees to perform such services subject to the terms herein;

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

Scope of Work

Provider shall perform the services described below. The Scope of Work shall include deliverables, milestones, and acceptance criteria as set forth and may be amended in writing by the parties.

Payment Terms

Invoices shall be submitted by Provider to Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay all undisputed invoices within days of receipt. Late payments shall accrue interest at a rate of percent per month (or the maximum permitted by law, if less), calculated monthly on the unpaid balance. Client is responsible for all taxes, duties or assessments imposed on the payments, excluding taxes based on Provider's net income.

Term and Termination

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

Either party may terminate this Agreement for any reason upon days' prior written notice to the other party. Either party may terminate immediately upon written notice for material breach by the other party that remains uncured for 15 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination and Provider shall deliver all work in progress. Each party shall promptly return or destroy Confidential Information of the other in accordance with the Confidentiality section below.

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 given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, product designs, source code, pricing, customer lists, and trade secrets.

Each party agrees: (a) to use Confidential Information of the other only to perform its obligations under this Agreement; (b) to restrict disclosure of such Confidential Information to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) to protect such Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

Confidentiality obligations shall survive termination of this Agreement for a period of except with respect to trade secrets, for which obligations shall continue for so long as such information remains a trade secret under applicable law. Confidential Information does not include information that: (i) is or becomes publicly known through no breach; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt notice and cooperates to limit the disclosure.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall first attempt to resolve disputes through good faith negotiation. If such negotiation fails, the parties may pursue any remedy available at law or in equity in the courts located within said state.

Representations; Limitation of Liability; Miscellaneous

Each party represents that it has the full right, power and authority to enter into this Agreement and to perform its obligations. Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards.

EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE CLAIM.

This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to substantially all of its business.

Notices

Entire Agreement

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Sign Now