Business Image Servlet

BUSINESS IMAGE SERVLET AGREEMENT

This Business Image Servlet Agreement (the "Agreement") is entered into as of by and between:

WHEREAS, Business Name: a business engaged in the creation, storage and delivery of digital imagery and related software services ("Service Provider"); and

WHEREAS, Client Name: desires to engage the Service Provider to develop, host and deliver business image assets and related servlet-based services under the terms set forth herein.

WHEREAS, the parties intend to define the scope, payment, confidentiality and other terms governing the Service Provider's delivery of the Business Image Servlet service.

Parties and Contact Information

Scope of Work

The Service Provider shall design, implement, host and maintain a servlet-based image delivery system (the "Business Image Servlet") to provide dynamic image generation, storage, optimization and delivery services as described below. Deliverables shall include source assets, deployment artifacts, and documentation as provided in the Scope of Work text area.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables. All amounts are stated in United States Dollars and are exclusive of applicable taxes unless otherwise required by law.

Failure to make timely payment shall entitle the Service Provider to suspend delivery of services until all undisputed amounts are paid in full. Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

Term and Termination

This Agreement shall commence on the Start Date set forth below and shall continue until the End Date, unless earlier terminated in accordance with this Agreement.

Start Date:

End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period set forth above. Termination shall not relieve Client of any payment obligations for services performed or expenses incurred prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that should reasonably be considered confidential under the circumstances, including technical designs, image assets, source code, implementation details, business plans and pricing. The receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information only for the purposes of performing under this Agreement, and (c) restrict access to employees, contractors or agents who have a need to know and who are bound to maintain confidentiality no less protective than this Agreement.

Confidential Information does not include information that (i) is or becomes publicly known through no breach by the receiving party, (ii) is known by the receiving party at the time of disclosure as evidenced by written records, or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Intellectual Property; License

Unless otherwise agreed in writing, Service Provider retains all intellectual property rights in preexisting tools, software, middleware and proprietary code used to provide the Business Image Servlet. Upon full payment of fees due and subject to Client's compliance with this Agreement, Service Provider grants Client a non-exclusive, non-transferable license to use the delivered image assets and deployed servlet endpoints for Client's internal business purposes as set forth in the Scope of Work. Any rights not expressly granted are reserved by Service Provider.

Indemnification and Liability

Each party shall defend, indemnify and hold harmless the other party from and against third-party claims arising from its negligence or willful misconduct in connection with performance under this Agreement. Except for breach of confidentiality or willful misconduct, neither party shall be liable for incidental, consequential or punitive damages, and the aggregate liability of either party shall not exceed the amounts paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of this Agreement.

Entire Agreement; Amendment

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

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice to the other. Notices are effective upon receipt.

Representations

Each party represents that it has the full right, power and authority to enter into and perform this Agreement and that execution and performance of this Agreement will not violate any agreement with a third party or any applicable law.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in interest.

Entity Type

Service Provider Entity Type: Corporation LLC Sole Proprietor Other

Client Entity Type: Corporation LLC Sole Proprietor Other

Sign Now