Business Services CA-MLSLAG

Business Services CA-MLSLAG

This Business Services Agreement ("Agreement") is entered into as of by and between the parties set forth below.

RECITALS

WHEREAS, Client requires certain business services, including but not limited to consulting, systems integration, and advisory services described herein; and

WHEREAS, Service Provider represents that it has the professional capability, personnel, and resources to perform such services in a competent and timely manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will provide business services to Client.

SCOPE OF WORK

Service Provider shall perform the services described in this Scope of Work. Specific deliverables, milestones, and acceptance criteria shall be set forth below or in attached statements of work executed by both parties.

PAYMENT TERMS

Client shall pay Service Provider in accordance with the schedule and amounts set forth below. All amounts are in United States Dollars unless otherwise stated.

Invoices shall be submitted by Service Provider to Client at the intervals set forth above. Client shall remit payment within days of receipt of a properly submitted invoice unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of (a) percent per month, or (b) the maximum rate permitted by applicable law. Additionally, Client shall be responsible for reasonable collection costs, including attorney fees, in the event of default.

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 providing days' prior written notice to the other party.

Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days following written notice of the breach. Termination shall not relieve Client of the obligation to pay for services properly performed or accepted prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") obtained in connection with this Agreement. "Confidential Information" means nonpublic business, technical, financial and other information disclosed in any form that is marked or reasonably should be understood to be confidential.

The Receiving Party shall protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the other's Confidential Information; or (d) is required to be disclosed by law provided the Disclosing Party is given prompt notice to seek protective relief.

WORK PRODUCT; INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all deliverables and work product created by Service Provider specifically for Client under this Agreement shall be deemed "Work Product" and, upon full payment, ownership of such Work Product shall transfer to Client. Service Provider retains ownership of its pre-existing tools, methodologies, templates, and general know-how, and grants Client a nonexclusive license to any such items embedded within the Work Product as necessary for Client's use.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that it will perform services in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE AMOUNTS PAID UNDER THIS AGREEMENT DURING 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 California without regard to its conflicts of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved first by good-faith negotiation between senior representatives. If unresolved, the parties agree to non-binding mediation prior to pursuing litigation.

NOTICES

All notices required or permitted under this Agreement shall be in writing and sent to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given upon delivery by hand, confirmed receipt by courier, or three (3) days after deposit in the United States mail, postage prepaid.

ENTIRE AGREEMENT

This Agreement, including any statements of work or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all its assets.

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