Business Services Agreement for Merlin IO

Business Services Agreement for Merlin IO

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

RECITALS

WHEREAS, Client desires to obtain certain business services described herein to support Client's operations, product development, or service delivery; and

WHEREAS, Provider represents that it has the qualifications, experience and abilities to provide the services described in this Agreement and is willing to provide such services to Client on the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth in writing their respective rights and obligations concerning the provision of such services.

SCOPE OF WORK

Provider shall perform the services described below (the "Services"). Provider shall provide personnel, equipment and management necessary to perform the Services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

As consideration for the Services, Client shall pay Provider the fees set forth below in United States dollars. Fees are exclusive of taxes, duties or similar charges, which shall be paid by Client unless exemption is documented.

Invoices shall be issued by Provider in accordance with the payment schedule and are due and payable within days of receipt. Late payments shall accrue interest at the rate of % per month (or the maximum permitted by law, if less) on the outstanding balance until paid. Client shall also reimburse Provider for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services rendered and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party to the other, whether disclosed orally, visually, or in writing, 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 excludes information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The receiving party shall (i) use Confidential Information only for the purposes of performing its obligations under this Agreement, (ii) limit access to Confidential Information to employees, contractors or agents with a need to know, and (iii) not disclose Confidential Information to any third party without the disclosing party's prior written consent. The obligations in this Section shall survive termination of this Agreement for a period of unless a longer period is required by applicable law.

The parties acknowledge that a breach of this Section would cause irreparable harm for which monetary damages may be inadequate and that the disclosing party shall be entitled to injunctive relief in addition to any other remedies.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of Provider's preexisting materials, methodologies, tools and know-how. To the extent Provider creates work product specifically for Client under this Agreement and payment has been made in full, Provider hereby assigns to Client all right, title and interest in such deliverables, subject to Provider's retained rights in its preexisting materials. The parties shall execute any further instruments reasonably necessary to effect such assignment.

WARRANTY; LIMITATION OF LIABILITY

Provider warrants that Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) 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. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses set forth below or to such other address as a party may designate by notice to the other party.

MISCELLANEOUS

The parties are independent contractors. Nothing in this Agreement shall create an employment, joint venture, partnership or agency relationship. Any subcontracting shall not relieve Provider of its obligations under this Agreement. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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