Business Product Services Agreement

BUSINESS PRODUCT SERVICES AGREEMENT

This Business Product Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: with principal place of business at and Client Name: with principal place of business at .

Recitals

WHEREAS, Service Provider develops, supplies and integrates products and ancillary services relating to the products and has represented the capability to deliver the products and services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to supply specified products and perform related services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement define the scope, schedule, deliverables, payment terms and the rights and obligations of each party.

Scope of Work

Service Provider shall provide the products and perform the services described below. The description, specifications, deliverables, acceptance criteria and milestones are set forth in the following statement of work.

Payment Terms

Client shall pay Service Provider the consideration set forth below in exchange for the products and services delivered under this Agreement. All amounts are in the currency specified in the invoice and are exclusive of taxes unless otherwise stated.

Payment shall be made by the payment method specified on the invoice. Client shall notify Service Provider in writing of any disputed amounts within ten (10) days of receipt of an invoice; undisputed amounts remain payable when due.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated as provided in this Agreement, terminates on End Date: .

Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure such breach within thirty (30) days of written notice. Termination will not relieve Client of the obligation to pay for products delivered and services performed prior to termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public technical, business, financial and product information marked or identified as confidential or that reasonably should be understood to be confidential. The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall restrict access to those employees and contractors who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations survive termination for a period of three (3) years, except trade secrets which shall remain confidential for as long as they qualify as trade secrets under applicable law.

Intellectual Property

Unless otherwise agreed in writing, Service Provider shall retain all right, title and interest in and to its pre-existing intellectual property and any tools, techniques or know-how used to perform the services. Client is granted a non-exclusive, non-transferable license to use deliverables for its internal business purposes upon full payment. To the extent any deliverable contains Client-provided materials, Client retains ownership of those materials. The parties shall execute such further instruments as reasonably required to effectuate the intellectual property provisions of this Agreement.

Warranties; Limitation of Liability

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards for a period of ninety (90) days following acceptance. EXCEPT FOR THE FOREGOING, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement, subject to the indemnified party providing prompt notice and reasonable cooperation in the defense and settlement of such 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; Amendments

This Agreement, including any exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

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