Business Services Agreement for Components Ltd.

BUSINESS SERVICES AGREEMENT — COMPONENTS LTD.

This Business Services Agreement (Agreement) is entered into as of Effective Date: by and between Components Ltd., a service provider with principal place of business at (Service Provider), and Client Name: , with address at (Client).

RECITALS

WHEREAS, Service Provider is engaged in the business of providing design, supply, assembly and consulting services related to electronic and mechanical components and has the expertise and personnel to perform the services contemplated by this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform certain services in connection with Client’s component procurement, testing, and integration activities, and Service Provider is willing to perform such services on the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth the scope, compensation, timing and other terms governing the engagement in a written agreement.

1. SCOPE OF WORK

1.1 Services. Service Provider shall perform the services described below and any additional services as agreed in writing by the parties (collectively, Services).

1.2 Changes. Any material change to the Scope of Work shall require a written change order signed by authorized representatives of both parties, which shall describe the change, associated schedule adjustments, and any additional fees.

2. PAYMENT TERMS

If any undisputed invoice remains unpaid beyond days after the due date, Client shall pay interest on the overdue amount at the rate of per month, or the maximum rate permitted by applicable law, whichever is lower, plus all reasonable collection costs incurred by Service Provider.

Service Provider is entitled to reimbursement for pre-approved out-of-pocket expenses incurred in performing the Services. Reimbursement shall be supported by receipts and invoiced monthly.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon days' prior written notice to the other party. In the event of termination, Client shall pay Service Provider for Services performed and approved expenses incurred through the effective date of termination.

3.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information disclosed by either party to the other, whether orally, in writing, or electronically, that is designated as confidential or that, under the circumstances, should reasonably be understood to be confidential, including technical specifications, business plans, pricing, customer lists, prototypes, drawings and test data.

4.2 Protection. Each receiving party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own similar confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

4.3 Exceptions. Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

4.4 Duration. The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which such obligations shall remain in effect for so long as the information qualifies as a trade secret under applicable law.

5. INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and methodologies. To the extent Service Provider creates deliverables specifically for Client under this Agreement, Service Provider grants Client a perpetual, non-exclusive, non-transferable license to use such deliverables for Client's internal business purposes, subject to full payment of fees due hereunder.

6. REPRESENTATIONS; INDEMNITY; LIMITATION OF LIABILITY

Each party represents that it has the full right and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that it will perform the Services in a professional and workmanlike manner consistent with industry standards.

Client shall indemnify, defend and hold harmless Service Provider against any claims arising from Client's misuse of deliverables, Client-provided specifications, or Client's breach of this Agreement, except to the extent arising from Service Provider's gross negligence or willful misconduct.

Except for breaches of confidentiality, indemnification obligations, and willful misconduct, in no event shall either party be liable to the other for any special, incidental, consequential, punitive or exemplary damages, and each party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period 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 principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

8. MISCELLANEOUS

8.1 Assignment. 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 in connection with a merger or sale of substantially all assets.

8.2 Amendment; Waiver. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

8.3 Notices. All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates in writing.

9. ENTIRE AGREEMENT

This Agreement, including all attachments and any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date set forth above.

Sign Now