Business Services Agreement OMEGA TECH

Business Services Agreement OMEGA TECH

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider: OMEGA TECH, a business organized and existing under the laws of .

WHEREAS

WHEREAS, Client requires certain business and technical services to be performed to support Client's operations, and Provider has represented that it possesses the expertise, personnel and resources necessary to provide such services under the terms set forth herein;

WHEREAS, the parties desire to set forth the terms, conditions, and responsibilities governing Provider's performance of services for Client and any payment for such services;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Scope of Work

Provider shall perform the services described below (the "Services"). Provider shall deliver Services in a professional and workmanlike manner consistent with industry standards, and shall assign qualified personnel to perform the Services.

2. Payment Terms

Client shall pay Provider compensation for the Services as set forth in this section. Unless otherwise agreed in writing, fees are exclusive of taxes and reimbursable expenses described below.

Select billing method (one or more): Monthly Upon completion By milestone

Unpaid amounts shall accrue interest at the lesser of: or the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs.

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective date of termination.

Either party may also terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice. Termination shall not relieve Client of the obligation to pay for Services performed and approved expenses incurred prior to termination.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, electronic or other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information. Confidential Information excludes information that: (a) is or becomes publicly known through no breach by the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party is given prior notice when legally permissible and reasonable assistance in limiting the disclosure.

Each party shall protect Confidential Information of the other party with 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 shall not use Confidential Information except to perform obligations or exercise rights under this Agreement. The confidentiality obligations set forth herein shall survive termination or expiration of this Agreement for a period of years.

5. Intellectual Property; Work Product

Unless otherwise agreed in writing, all deliverables and work product created by Provider specifically for Client under this Agreement shall be considered "Work Product" and, upon full payment, ownership of such Work Product will vest in Client. Provider retains ownership of Provider's pre-existing tools, methodologies, software and know-how used in providing the Services. To the extent Provider incorporates Provider-owned materials into deliverables, Provider grants Client a non-exclusive, worldwide, royalty-free license to use such components solely as part of the Work Product.

6. Representations; Warranties; Limitation of Liability

Each party represents that it has the full right, power and authority to enter into this Agreement. Provider warrants that Services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. Confidential Notices and Communications

8. 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 agree that disputes shall be resolved as provided in this Agreement.

9. Entire Agreement; Amendments

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10. Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of Provider's assets. Independent Contractor: Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee or agency relationship. Severability: If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

Execution

The parties have executed this Agreement by their duly authorized representatives as of the dates indicated below.

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