Business Partner MSA

BUSINESS PARTNER MSA

This Master Services Agreement ("Agreement") is entered into as of (the Effective Date), by and between:

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing products and services as described in this Agreement and has the personnel and resources necessary to perform the services described herein;

WHEREAS, Party B desires to engage Party A to perform certain services and deliverables and Party A is willing to provide such services under the terms and conditions set forth in this Agreement;

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

Scope of Work

Party A shall provide the services, deliverables and performance described below. The specific tasks, deliverables, acceptance criteria, and schedule shall be as set forth in the description and any attached statements of work executed by the parties.

Payment Terms

Compensation for the services shall be as set forth below. Unless otherwise specified in a mutually signed statement of work, Party B shall pay Party A in accordance with the following terms.

Invoices shall be submitted by Party A and are due net days from invoice date. All payments shall be made in lawful currency of the United States unless otherwise agreed in writing.

Overdue amounts shall accrue interest at the rate of % per month (or the maximum permitted by law, if lower). A one-time administrative late fee of may also apply.

Term and Termination

This Agreement shall commence on the Effective Date and continue until the following date or event: Commencement: — Termination:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment for services rendered.

Confidentiality

"Confidential Information" means non-public information disclosed by a party ("Discloser") to the other party ("Recipient") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Recipient shall: (a) use Confidential Information solely to perform its 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 have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes publicly available without breach by Recipient, was known to Recipient prior to disclosure, is rightfully received from a third party without restriction, or is independently developed by Recipient. The confidentiality obligations will survive termination of this Agreement for three (3) years, except that trade secrets will be protected for as long as they remain trade secrets under applicable law. Recipient acknowledges that breach may cause irreparable harm and that Discloser is entitled to equitable relief in addition to damages.

Intellectual Property

Unless otherwise agreed in a written statement of work, Party A shall retain ownership of its pre-existing intellectual property and general know-how used in performing the services. Deliverables specifically commissioned under this Agreement shall be the property of Party B upon full payment, subject to Party A's license to use any underlying tools, methods, or general knowledge incorporated into the deliverables. The parties shall execute any instruments reasonably necessary to effectuate such ownership transfers.

Warranties; Limitation of Liability; Indemnification

Party A warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, ALL WARRANTIES ARE DISCLAIMED; NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE MADE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PARTY A UNDER THE STATEMENT OF WORK GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES. Each party shall indemnify, defend and hold harmless the other from third-party claims arising from the indemnitor’s gross negligence or willful misconduct, subject to the limitations of liability set forth above.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles. The parties agree that the state and federal courts located in that state shall have exclusive jurisdiction for disputes not subject to mandatory arbitration.

Notices

All notices under this Agreement shall be in writing and sent to the addresses set forth below or to such other address as a party may designate by notice in accordance with this section. Notices shall be deemed given upon receipt.

Entire Agreement; Amendment

This Agreement, together with any executed statements of work, exhibits, or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship.

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