Business Services Agreement EvolveIP

BUSINESS SERVICES AGREEMENT — EVOLVEIP

This Business Services Agreement (the "Agreement") is entered into as of by and between:

Recitals

WHEREAS, Service Provider represents that it has professional expertise and resources to provide managed cloud and communications services, consulting, implementation, and related support as set forth in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform the services described herein and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement govern the provision of services, compensation, confidentiality obligations, and risk allocation between the parties.

Scope of Work

Service Provider shall perform the services and deliverables set forth in the statement of work below (the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider for the Services in accordance with the following terms. All fees are exclusive of taxes unless otherwise stated.

Invoices will be issued by Service Provider in accordance with the Payment Schedule. Unless otherwise agreed in writing, payment is due within days of invoice receipt.

Late payments shall accrue interest at the rate of % per month (or the maximum permitted by law), calculated monthly on the unpaid balance.

Client will reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with the Services. Reimbursements shall be invoiced and payable under the terms above.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement without cause by providing days' prior written notice to the other party.

Upon termination, Client shall pay Service Provider for Services performed and expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnity, limitation of liability, governing law, and survival shall survive termination.

Confidentiality

"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 includes business plans, customer data, pricing, technical and product information, and any other proprietary information.

Each party agrees to: (a) maintain the other party's Confidential Information in strict confidence; (b) not use Confidential Information except to perform its obligations under this Agreement; 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 restrictive as those in this Agreement.

Confidential Information shall not include information that: (i) was known to the receiving party prior to disclosure without obligation of confidentiality; (ii) becomes publicly known through no breach of this Agreement; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information. If disclosure is compelled by law, the receiving party shall provide prompt notice and cooperate with the disclosing party to seek protective measures.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and any tools, processes, or methodologies used to perform the Services. Client will own deliverables expressly assigned in a written statement of work upon full payment for such deliverables. To the extent necessary, Service Provider grants Client a non-exclusive, perpetual, worldwide license to use deliverables paid for under this Agreement for Client's internal business purposes.

Indemnification and Limitation of Liability

Each party agrees to indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. Except for breach of confidentiality or indemnity obligations, neither party shall be liable for any consequential, incidental, special or punitive damages. Aggregate liability of either party for any claim arising out of this Agreement shall not exceed the fees paid to Service Provider under the applicable statement of work in the twelve months preceding the 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 agree that any dispute arising under this Agreement shall be resolved in the courts located in that State, subject to any agreement to arbitrate set forth in a statement of work.

Entire Agreement; Amendments

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

General Provisions

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in connection with a sale of substantially all of its assets. The invalidity or unenforceability of any provision of this Agreement shall not affect the remaining provisions, which shall remain in full force and effect.

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