Business Services Appnerve

BUSINESS SERVICES AGREEMENT

This Business Services Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business and technology services, including but not limited to software development, integration, consulting and managed services; and

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

WHEREAS, the parties intend for this Agreement to set forth the complete understanding regarding the services, fees, confidentiality obligations and other material terms governing their relationship.

SCOPE OF WORK

Service Provider will perform the services described below (the "Services"). The Services shall be performed in a professional manner in accordance with industry standards and the specifications set forth in this Agreement.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in exchange for the Services. Fees shall be invoiced and paid in accordance with this section.

Invoices shall be payable net days from invoice date. Overdue amounts shall incur interest at the lesser of 1.5% per month or the maximum allowable rate under applicable law, and Client shall be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for Services performed and expenses incurred up to the effective date of termination, including any non-cancellable commitments. Service Provider shall deliver all completed work and any work in progress to Client upon receipt of payment for such work.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (a) protect Confidential Information of the other with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors on a need-to-know basis subject to confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information when required by law, provided it provides prompt notice to the disclosing party and cooperates in seeking protective measures.

INTELLECTUAL PROPERTY; LICENSES

Unless otherwise agreed in writing, Service Provider shall retain ownership of pre-existing intellectual property and tools used in the performance of the Services. Upon full payment, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables provided as part of the Services for Client's internal business purposes. Custom deliverables specifically identified as "work product" for which full assignment is required shall be assigned to Client upon payment, subject to any third-party rights.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, subject to notification and cooperation requirements. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

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 conflicts of law provisions. The parties agree to use good faith negotiations to resolve disputes. If the parties cannot resolve a dispute within sixty (60) days, either party may pursue any available remedy in the state or federal courts located in the chosen governing state.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements and understandings. No modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

If any provision of this Agreement is found invalid or unenforceable, the remainder shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

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