Business Services Agreement Webb Integrations

Business Services Agreement — Webb Integrations

This Business Services Agreement (the Agreement) is 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 digital integration, software customization, and related professional services and has the qualifications and capacity to perform the services described herein; and

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

WHEREAS, the parties desire to set forth the terms of their agreement in writing.

Scope of Work

Service Provider will deliver the services and deliverables described below (the Services). Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards and in accordance with the schedule set forth in this Agreement.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the compensation set forth below in accordance with the invoicing and payment provisions that follow.

Service Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay invoiced amounts within days of receipt of a properly rendered invoice. All amounts are payable in United States dollars unless otherwise agreed in writing.

Any past-due amount shall accrue interest at a rate of % per month (or the maximum rate permitted by law, if less), plus Service Provider's costs of collection, including reasonable attorneys' fees.

Term and Termination

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

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. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach.

Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

Confidentiality

For purposes of this Agreement, Confidential Information means all nonpublic information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether orally, in writing, or by inspection, 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. Receiving Party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to third parties except to employees, contractors or advisors who need to know and who are bound by obligations of confidentiality no less protective than those contained in this Agreement; and (c) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach by Receiving Party; (ii) is received from a third party without breach of any obligation of confidentiality; (iii) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided Receiving Party gives prompt written notice to Disclosing Party to allow it to seek a protective order or other remedy.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains all rights, title and interest in and to any pre-existing intellectual property and tools used to perform the Services. To the extent that deliverables created specifically for Client and paid for under this Agreement (Work Product) would by their nature be owned by Client, Service Provider hereby assigns to Client all right, title and interest in such Work Product upon full payment. Service Provider shall retain the right to use general skills, knowledge and techniques acquired during performance of the Services.

Independent Contractor; Taxes

Service Provider is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Service Provider is solely responsible for all taxes, withholdings and other statutory obligations arising from payments made under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special or punitive damages, and Service Provider's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the six (6) months preceding the event giving rise to the claim.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification 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 delivered to the addresses set forth below or as otherwise provided in writing by the parties.

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