Business Full Service Contract

BUSINESS FULL SERVICE CONTRACT

This Business Full Service Contract ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to engage Provider to perform the services described in this Agreement and Provider has the competency and capacity to perform such services under the terms set forth herein; and

WHEREAS, Provider agrees to perform such services for Client in accordance with the terms, specifications and schedules contained in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Provider shall furnish all labor, materials, equipment and supervision necessary to perform the services described below in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

In consideration for Provider's performance, Client shall pay Provider the fees and expenses set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Invoices shall include reasonable substantiating documentation. Payment not received by the due date shall be considered delinquent.

Past due amounts shall incur the stated late fee and interest at the lesser of the stated late fee or maximum permitted by applicable law until paid in full.

TERM AND TERMINATION

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

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach. Termination for cause does not relieve the breaching party of liability for damages or unpaid fees accrued prior to termination.

CONFIDENTIALITY

Each party acknowledges that in connection with performing under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial and other information disclosed in any form that is designated as confidential or that, by its nature, would reasonably be understood to be confidential.

The recipient shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) 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 (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less protective than this Section.

Confidentiality obligations shall survive termination for a period of years, except for trade secrets which shall be protected as required by law.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, Provider retains ownership of Provider's preexisting intellectual property and tools. All deliverables specifically created for Client under this Agreement shall be deemed "work made for hire" and ownership shall vest in Client upon full payment, subject to Provider's rights in any underlying Provider tools or general know-how.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, in no event shall either party be liable for indirect, incidental, special or consequential damages. Provider's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider in the twelve (12) months preceding the event giving rise to the claim.

ASSIGNMENT AND SUBCONTRACTING

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets. Provider may engage subcontractors to perform services but remains responsible for their performance and compliance with this Agreement.

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.

NOTICES

ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any exhibits or attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

MISCELLANEOUS

The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. No waiver of any provision shall be effective unless in writing and signed by the waiving party.

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