Business Online Services Agreement

BUSINESS ONLINE SERVICES AGREEMENT

Recitals

WHEREAS, Service Provider is engaged in the business of providing online services, software access, hosting, maintenance, and related professional services to business clients; and

WHEREAS, Client desires to retain Service Provider to deliver the Services described in this Agreement and Service Provider is willing to provide such Services on the terms and conditions set forth herein; and

WHEREAS, the parties agree that this Agreement will become effective as of Effective Date: (the "Effective Date").

Scope of Work

Service Provider shall perform the online services, development, hosting, maintenance, integrations, and other professional services set forth below (the "Services"). The Services to be delivered, deliverable acceptance criteria, and schedule are set forth in detail below.

Payment Terms

Client shall pay Service Provider the fees for the Services as described below. Fees are exclusive of applicable taxes unless otherwise stated.

Invoices are due and payable within days of invoice date. Late payments shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. Client shall also reimburse reasonable collection costs and attorneys' fees for overdue amounts.

Term and Termination

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

Either party may terminate for convenience upon days' prior written notice. Either party may immediately terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Each party (the "Recipient") shall hold in confidence all non-public, proprietary or confidential information of the other party (the "Discloser") disclosed in connection with this Agreement, including business information, client data, trade secrets, pricing, product information and technical information ("Confidential Information"). Recipient shall not disclose Confidential Information to any third party except to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Recipient; (b) was rightfully known by Recipient prior to disclosure as evidenced by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed without the use of Discloser's Confidential Information.

Upon termination or written request, Recipient shall return or destroy Discloser's Confidential Information and provide a written certification of destruction or return within days.

Data Security and Privacy

Service Provider shall maintain administrative, technical and physical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration or destruction. Service Provider shall notify Client without undue delay, and in no event later than days after discovery, of any confirmed security breach affecting Client Data and shall cooperate in reasonable mitigation and remediation efforts.

Intellectual Property

Except as expressly licensed herein, each party retains all right, title and interest in and to its pre-existing intellectual property. Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables and hosted services for Client's internal business purposes upon full payment of applicable fees. Ownership of custom-developed work product created specifically for Client shall be assigned to Client upon full payment, subject to Service Provider's retained rights to its underlying tools, libraries, and general know-how.

Warranties, Indemnification & Limitation of Liability

Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Each party shall indemnify and hold harmless the other party from third-party claims arising from its negligent acts or willful misconduct in performance of this Agreement, provided that the indemnified party provides prompt written notice and cooperates in defense. Neither party shall be liable for incidental, consequential, special or punitive damages. The aggregate liability of Service Provider for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party may designate in writing. Notices shall be effective upon receipt.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the county of for resolution of disputes.

Entire Agreement

This Agreement, together with any attachments, schedules and statements of work executed under it, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held 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 business assets.

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