Business Services Agreement for Jack Rabbit

BUSINESS SERVICES AGREEMENT FOR JACK RABBIT

This Business Services Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business and operational services, and possesses the skill, personnel and resources required to perform the services described in this Agreement;

WHEREAS, Client desires to retain Service Provider to perform such services under the terms and conditions set forth herein, and Service Provider is willing to provide such services on the terms set forth in this Agreement;

WHEREAS, the parties intend that the performance of services, payment terms, confidentiality protections, and other obligations be set forth in a written agreement establishing their respective rights and obligations.

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services"). The Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

Client shall pay Service Provider for the Services as set forth below. All amounts are stated in the currency of the parties' principal place of business unless otherwise agreed in writing.

Overdue amounts shall accrue interest at a rate of percent per month (or the maximum rate permitted by law, if lower). Client shall also be responsible for reasonable collection costs, including attorneys' fees.

Reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with the Services shall be reimbursable by Client. Pre-approval is required for any individual expense exceeding .

Each party shall be responsible for its own taxes arising from payments under this Agreement, except that Client shall withhold taxes if required by applicable law and shall provide proof of such withholding to Service Provider.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice of breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) in connection with this Agreement, including business plans, financial information, customer lists, and trade secrets. Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely for the performance of this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully known to Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Receiving Party without use of Confidential Information. Upon termination or upon written request, Receiving Party shall return or certify destruction of Confidential Information, except as required for archival or legal compliance purposes.

INTELLECTUAL PROPERTY; LICENSES

Unless otherwise agreed in writing, Service Provider shall retain ownership of all pre-existing intellectual property and tools, and Client shall retain ownership of all materials provided by Client. Work product created specifically for Client under this Agreement shall be considered a "Deliverable." Upon full payment, Service Provider grants Client a perpetual, non-exclusive, non-transferable license to use Deliverables for Client's internal business purposes.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from that party's gross negligence or willful misconduct in connection with performance of this Agreement. EXCEPT FOR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

MISCELLANEOUS

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement creates an employer-employee, partnership, joint venture or agency relationship between the parties. Service Provider shall be solely responsible for all employment taxes, benefits and other obligations related to its personnel.

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes the assigning party's obligations hereunder.

Notices. All notices under this Agreement shall be in writing and delivered to the address of the receiving party provided in writing. Notice is effective upon receipt.

ENTIRE AGREEMENT

This Agreement, including any attachments or statements of work executed hereunder, 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 oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

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