Business Services Agreement Y&S Eaton

BUSINESS SERVICES AGREEMENT Y&S EATON

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

WHEREAS

WHEREAS, Client seeks to retain Service Provider to perform the business services described in this Agreement and Service Provider has represented that it possesses the necessary qualifications, experience and abilities to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such services to Client and to establish payment, confidentiality and termination provisions for the parties' protection; and

WHEREAS, the parties intend this Agreement to constitute the full agreement between them regarding the subject matter hereof and to supersede all prior discussions and agreements, whether written or oral.

1. SCOPE OF WORK

Service Provider shall perform the services described below (Services). Service Provider shall perform the Services in a timely, professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services. All fees are due in United States dollars unless otherwise agreed in writing.

Service Provider will submit invoices to Client. Unless otherwise set forth in the Payment Schedule, Client shall pay net days from receipt of an accurate invoice.

Unless otherwise agreed, Client is responsible for any taxes, duties or other governmental charges imposed on the fees payable hereunder.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period set forth above. Either party may terminate for convenience by providing the notice specified above; in such event, Client shall pay Service Provider for Services performed and reimbursable expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by a party that is designated confidential or that reasonably should be regarded as confidential. Each party shall (a) protect the other's Confidential Information with the same standard of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely for performance under this Agreement; and (c) not disclose Confidential Information to any third party except as necessary to perform its obligations or as required by law.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider shall retain ownership of pre-existing intellectual property and tools used to perform the Services. To the extent Service Provider creates deliverables specifically for Client under this Agreement, Service Provider grants Client a nonexclusive, perpetual license to use such deliverables for Client's internal business purposes, subject to Client's payment of all fees due.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence or willful misconduct. Except for liability arising from willful misconduct, a party's aggregate liability under this Agreement shall not exceed the total fees paid to Service Provider under this Agreement in the twelve months preceding the claim.

7. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice in accordance with this Section. Notices delivered by hand, nationally recognized overnight courier, or certified mail will be deemed delivered on receipt.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is found unenforceable, the remainder will continue in full force and effect.

The parties acknowledge that they have read and understood this Agreement and agree to be bound by its terms.

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