Business Service Template

BUSINESS SERVICE AGREEMENT

This Business Service Agreement ("Agreement") is entered into as of Date: by and between Client Name: with principal address: and Service Provider Name: with principal address:

RECITALS

WHEREAS, Client desires to obtain certain professional services from Service Provider under the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel and experience to provide the services described herein and is willing to provide such services to Client on the terms and conditions of this Agreement.

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

1. SCOPE OF WORK

Service Provider shall perform the services described below and any additional work agreed in writing by the parties. Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

Client shall pay Service Provider the fees described in this Section in full and in accordance with the invoicing and payment schedule set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the rate specified below. Service Provider may suspend performance if payments are more than the allowed period overdue, provided Service Provider gives Client written notice and a reasonable opportunity to cure.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes generally known to the public through no breach of this Agreement, (b) was known to the receiving party prior to disclosure as evidenced by written records, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (i) hold Confidential Information in confidence and protect it with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) 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 no less restrictive than those in this Agreement.

5. INTELLECTUAL PROPERTY; LICENSES

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and tools used in performing the services. Upon payment in full for deliverables specifically identified as work-for-hire, Service Provider assigns to Client all right, title and interest in such deliverables created specifically for Client under this Agreement. To the extent assignment is not effective, Service Provider grants Client an irrevocable, non-exclusive, royalty-free license to use such deliverables for Client's internal business purposes.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's negligence, willful misconduct, or material breach of this Agreement. Except for liability resulting from gross negligence or willful misconduct, in no event shall either party's aggregate liability arising out of or related to this Agreement exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

7. 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 laws rules.

8. ENTIRE AGREEMENT

This Agreement, including any exhibits and written statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

9. MISCELLANEOUS

Notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate in writing. If any provision of this Agreement is held invalid or 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 a party may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

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