Business Services Agreement Wegener

BUSINESS SERVICES AGREEMENT — WEGENER

This Business Services Agreement ("Agreement") is entered into as of by and between Service Provider: whose principal place of business is and Client: with address .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, consulting, and related deliverables as more particularly described herein; and

WHEREAS, Client desires to engage Service Provider to perform the services set forth in this Agreement and Service Provider is willing to perform such services on the terms and conditions set forth below; and

WHEREAS, the parties intend for this Agreement to define their respective rights and obligations with respect to the services and deliverables to be provided by Service Provider to Client.

SCOPE OF WORK

Service Provider shall perform the services described above (the "Services") in a professional and workmanlike manner consistent with industry standards. Deliverables produced under this Agreement are referred to collectively as the "Deliverables."

PAYMENT TERMS

All invoices are payable in United States dollars within the period specified in the Payment Schedule. Unless otherwise agreed in writing, Client shall pay all undisputed amounts within thirty (30) days of invoice. Overdue amounts shall accrue interest at the rate specified above and, if none is specified, at 1.5% per month (18% per annum). Client shall reimburse reasonable, documented out-of-pocket expenses incurred by Service Provider in connection with performance of the Services, provided such expenses are pre-approved in writing by Client.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice. Service Provider may suspend performance if Client fails to pay any undisputed invoice within the agreed period, provided Service Provider gives seven (7) days' prior written notice of suspension. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination. Sections concerning payment, confidentiality, intellectual property, indemnification and limitation of liability shall survive termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party (the "Disclosing Party") to the other party (the "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 does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party; (b) was available to the Receiving Party on a non-confidential basis prior to disclosure by the Disclosing Party; (c) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party that is not subject to a confidentiality obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall (i) protect the confidentiality of the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not use Confidential Information for any purpose other than performing obligations or exercising rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, contractors and advisors who have a bona fide need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The obligations of confidentiality shall survive termination of this Agreement for a period of following termination or for such longer period as required by applicable law.

The Receiving Party may disclose Confidential Information to the extent required by applicable law or legal process, provided it gives the Disclosing Party prompt written notice and cooperates where reasonable with any efforts of the Disclosing Party to limit disclosure or obtain confidential treatment.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and general know-how. Subject to full payment of all amounts due under this Agreement, Service Provider hereby assigns to Client all right, title and interest in and to the Deliverables specifically commissioned under this Agreement, provided that no assignment shall operate to transfer Service Provider's general methodologies, trade secrets, or underlying systems. Client receives a perpetual, non-exclusive right to use the Deliverables for its internal business purposes upon payment in full.

INSURANCE; INDEPENDENT CONTRACTOR

Service Provider is an independent contractor. Neither party is an agent, partner or joint venturer of the other for any purpose. Service Provider shall maintain insurance coverage appropriate to the Services provided and, upon reasonable request, shall furnish certificates of insurance to Client.

LIMITATION OF LIABILITY; INDEMNITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF CONFIDENTIALITY OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS. SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to choice-of-law principles. The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations. If the parties are unable to resolve the dispute within forty-five (45) days, either party may pursue any available legal or equitable remedies in the state and federal courts located in the governing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. This Agreement may be amended only by a written instrument signed by both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above (or to such other address as either party may designate by notice to the other) and shall be deemed given upon personal delivery, one (1) business day after delivery by reputable overnight courier, or three (3) business days after deposit in the U.S. mail, certified or registered, postage prepaid.

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