Business Services Brightloom

BUSINESS SERVICES BRIGHTLOOM

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to obtain certain business services related to marketing, analytics, platform integration and operational consulting from Service Provider; and

WHEREAS, Service Provider represents that it possesses the expertise, personnel, and resources necessary to perform the requested services, and agrees to provide such services in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties desire that this Agreement become effective as of the Effective Date: , and govern the relationship between Client and Service Provider.

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. Specific deliverables, milestones and acceptance criteria shall be set forth in the Scope of Work below:

Payment Terms

Client shall pay Service Provider the fees for the services as set forth below. Fees are exclusive of taxes and reimbursable expenses, unless otherwise agreed in writing.

Invoices shall be issued in accordance with the Payment Schedule. Unless otherwise stated, Client shall pay each undisputed invoice within days of receipt. Late payments shall accrue interest at a rate of % per month (or the maximum rate permitted by law), calculated monthly on the outstanding balance.

Term and Termination

This Agreement shall commence on the Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date: or until completion of the Scope of Work, whichever occurs later.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate for material breach if the other party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and reasonable expenses incurred through the effective date of termination, and Service Provider shall deliver all work in progress and materials as reasonably required for Client to transition services.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all non-public information designated as confidential by the other party (the "Disclosing Party"), or that the Receiving Party should reasonably understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall not disclose Confidential Information to third parties except to employees, agents or contractors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that is: (a) publicly available other than by a breach of this Agreement; (b) known to the Receiving Party prior to disclosure without restriction; (c) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) required to be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates to seek protective measures.

Intellectual Property; Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and tools, including methodologies and know-how ("Background IP"). Subject to Client's payment of fees in full, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables expressly identified as work product for Client's internal business purposes. The parties shall negotiate in good faith any transfer or assignment of intellectual property rights beyond this license.

Indemnity and Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its breach of this Agreement or its gross negligence or willful misconduct. Except for liabilities arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnity obligations, neither party shall be liable for consequential, incidental or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties agree to attempt good faith negotiation to resolve disputes, and, absent resolution within sixty (60) days, to submit the dispute to binding arbitration before a single arbitrator in the county where Client's principal place of business is located, unless the parties mutually agree otherwise.

Entire Agreement

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

Miscellaneous

The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information below for each party.

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