Business Document White-Emmett

BUSINESS DOCUMENT WHITE-EMMETT

This Business Services Agreement (the Agreement) is made and entered into as of by and between Principal Name: with principal place of business at , and Service Provider Name: with principal place of business at .

RECITALS

WHEREAS, Principal desires to retain Service Provider to perform certain business services as described herein and Service Provider represents that it has the expertise, personnel, and resources to perform such services in accordance with applicable professional standards; and

WHEREAS, Service Provider agrees to provide such services to Principal on the terms and conditions set forth in this Agreement, and the parties desire to memorialize their respective rights and obligations in writing;

WHEREAS, the parties intend for this Agreement to govern the provision of services between them, including scope, compensation, confidentiality, term, and dispute resolution.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards and all applicable laws and regulations. Any material changes to the Scope of Work shall be documented in a written change order executed by authorized representatives of both parties.

PAYMENT TERMS

Invoices not paid within days of receipt shall accrue interest at (or the maximum rate permitted by law, if less). Service Provider may suspend performance if invoices remain overdue after written notice and the expiration of a reasonable cure period.

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 material breach of its terms by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Either party may terminate without cause upon prior written notice of days to the other party.

Upon termination, Service Provider shall deliver all work in progress and Principal shall pay Service Provider for services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall (a) protect the other's Confidential Information with 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 for the purposes of performing 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 contained herein. Confidential Information shall not include information that is (i) publicly known without breach of this Agreement, (ii) rightfully received from a third party without restriction, or (iii) independently developed without use of the other's Confidential Information. Upon written request or termination, receiving party shall return or destroy Confidential Information and certify such return or destruction.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, all original deliverables created by Service Provider specifically for Principal under this Agreement shall be deemed "work made for hire" and ownership shall transfer to Principal upon full payment. Service Provider retains ownership of its pre-existing tools, methodologies, and intellectual property. If any assignment is required to effectuate transfer of rights, Service Provider shall execute such instruments upon request.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from and against claims arising from the indemnifying party's negligence, willful misconduct, or material breach of this Agreement. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY PRINCIPAL TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If negotiation fails, the parties agree to submit the dispute to binding arbitration in accordance with the rules selected by the parties, unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or change orders executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, communications, and understandings, whether written or oral. Any amendment or modification of this Agreement must be 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. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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