Business Services airSlate

Business Services Agreement — airSlate

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

WHEREAS

WHEREAS, Service Provider represents that it is duly qualified and experienced in providing business services including but not limited to workflow automation, document management, and related consulting services (the "Services");

WHEREAS, Client desires to engage Service Provider to perform the Services described herein, and Service Provider is willing to provide such Services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend that this Agreement define the scope, fees, deliverables, confidentiality obligations and other material terms of the relationship between the parties.

Scope of Work

Deliverables will be provided in accordance with the schedule set forth in the Scope of Work. Acceptance of deliverables shall occur upon Client's written confirmation of conformity with the requirements or upon expiration of the acceptance period set forth below without timely written objection.

Payment Terms

Client shall pay Service Provider the fees described below in consideration for the Services. Fees do not include taxes unless otherwise indicated.

Any amount not paid when due shall accrue interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment obligations.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement without cause upon providing written notice to the other party at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days following receipt of written notice specifying the nature of the breach.

Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by either party to the other, whether oral, written, electronic or other form, 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, including business plans, customer lists, pricing, know-how, software, and trade secrets.

Obligation: The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisers who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The receiving party shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care.

Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the disclosing party; (b) was known to the receiving party without restriction prior to disclosure by the disclosing party; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Representations; Indemnification

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

Indemnification: Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors and employees (the "Indemnified Party") from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's material breach of this Agreement, willful misconduct, or negligence.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S FRAUD OR WILLFUL MISCONDUCT, A PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE 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 its conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the parties' agreement to arbitrate, unless otherwise mutually agreed in writing.

Entire Agreement; Amendment

This Agreement, including all exhibits and the Scope of Work referred to herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger or sale of substantially all of its assets.

Notices: All notices required or permitted under this Agreement 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 to the other.

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