Business Services Acknowledgement

BUSINESS SERVICES ACKNOWLEDGEMENT

Parties and Recitals

Service Provider:    Address:

Client Name:    Address:

Effective Date:

WHEREAS, Service Provider is duly organized and authorized to provide the business services described below; and

WHEREAS, Client desires to retain Service Provider to perform such services, and Service Provider accepts such engagement on the terms and conditions set forth in this acknowledgement; and

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

Scope of Work

Service Provider shall perform the services and deliverables described below. The services shall be performed with the degree of skill and care ordinarily exercised by service providers experienced in the same discipline, consistent with industry standards.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for performance of the Scope of Work. All fees are due in United States dollars unless otherwise agreed in writing.

Client acknowledges that undisputed late payments may subject Client to suspension of Services until all outstanding amounts, including accrued late fees, are paid in full.

Term and Termination

This acknowledgement commences on the Effective Date and shall remain in effect until the earlier of completion of the Scope of Work or termination as set forth below.

Either party may terminate this acknowledgement for material breach by the other party if the breach remains uncured thirty (30) days after 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

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written or electronic, including business plans, pricing, client lists, technical data and trade secrets. The receiving party shall (i) use Confidential Information solely to perform its obligations under this acknowledgement, (ii) restrict disclosure to employees and contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (iii) take commercially reasonable measures to protect the confidentiality of such information.

The obligations in this section do not apply to information that is (a) or becomes publicly known other than by breach of this acknowledgement, (b) is rightfully received from a third party without restriction, or (c) is independently developed by the receiving party without reference to the Confidential Information.

Acknowledge confidentiality obligations: I acknowledge and will comply with the confidentiality obligations set forth above.

Intellectual Property and Work Product

Unless otherwise expressly agreed in writing, Service Provider retains all rights, title and interest in and to any pre-existing intellectual property and methodologies. To the extent Service Provider creates deliverables specifically for Client under this acknowledgement and receives full payment, Service Provider grants Client a non-exclusive, non-transferable license to use such deliverables for Client's internal business purposes. Service Provider may use underlying general skills, know-how and de-identified examples in future work.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS ACKNOWLEDGEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS ACKNOWLEDGEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Independent Contractor

Service Provider is an independent contractor and nothing in this acknowledgement shall be construed to create a partnership, joint venture, employer-employee or agency relationship between the parties. Service Provider is responsible for all taxes and benefits applicable to its personnel.

Governing Law and Dispute Resolution

This acknowledgement shall be governed by and construed in accordance with the laws of the state chosen below without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved in courts of competent jurisdiction in the chosen state.

Entire Agreement

This acknowledgement, 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 and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by both parties.

Notices

All notices required or permitted under this acknowledgement 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, and shall be deemed given upon personal delivery, confirmed delivery by courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

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