Business Services Agreement General Mills

BUSINESS SERVICES AGREEMENT — GENERAL MILLS

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

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain services described herein and Service Provider represents that it has the skill, experience and resources to perform such services in accordance with the terms of this Agreement;

WHEREAS, Service Provider agrees to perform the services for Client under the terms and conditions set forth in this Agreement to the mutual benefit of the parties; and

WHEREAS, the parties desire to set forth their entire agreement with respect to the subject matter hereof.

1. SCOPE OF WORK

Service Provider shall provide the services and deliverables described below (Services). Service Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

2. PAYMENT TERMS

As consideration for the Services, Client shall pay Service Provider in accordance with the following terms.

Lump sum upon execution    Milestone payments (describe below)

Service Provider shall submit invoices to Client and Client shall pay invoiced amounts within days of receipt of a properly documented invoice. All amounts payable are in U.S. dollars unless otherwise agreed in writing.

Any undisputed amount not paid when due shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. On termination for convenience, Client shall pay Service Provider for Services performed and reasonable non-cancellable commitments incurred through the effective date of termination.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination for cause shall be in addition to any other remedies available at law or in equity.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) 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, pricing, customer lists, technical data, and trade secrets.

Receiving Party shall (a) use Confidential Information solely for the performance of its obligations under this Agreement, (b) restrict disclosure to its employees and contractors with a need to know who are bound by confidentiality obligations at least as protective as those contained herein, and (c) protect such Confidential Information from unauthorized use or disclosure using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of Receiving Party; (ii) was rightfully in Receiving Party's possession prior to receipt from Disclosing Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Receiving Party without use of or reference to Confidential Information. If Receiving Party is required by law or valid legal process to disclose Confidential Information, Receiving Party shall provide Disclosing Party prompt written notice (to the extent permitted) and reasonably cooperate to limit the disclosure and obtain confidential treatment.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property, tools and know-how. All work product specifically commissioned for Client under this Agreement and paid in full shall be considered "Work Product" and ownership will be transferred to Client upon full payment, except for any pre-existing materials and third-party materials incorporated therein, for which Service Provider grants Client a perpetual, non-exclusive, worldwide license to use, reproduce and modify solely as necessary for Client's internal business purposes.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNITY OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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 law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, 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.

9. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that Client may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The failure of either party to enforce any provision shall not constitute a waiver of rights. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

The parties have executed this Agreement through their duly authorized representatives as of the Effective Date first written above.

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