Business Services CJSAT OMNIBEES

BUSINESS SERVICES CJSAT OMNIBEES

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, technical integration, and delivery of software and reporting tools related to the CJSAT OMNIBEES platform; and

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

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. Service Provider shall use commercially reasonable efforts to perform the work in a professional manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables rendered under this Agreement. All fees are due in U.S. dollars unless otherwise agreed in writing.

Invoices shall be submitted by Service Provider in accordance with the Payment Schedule and shall be paid by Client within days of receipt unless otherwise agreed in writing. Any undisputed amounts not paid when due shall accrue a late fee of .

Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance of the services. All amounts payable under this Agreement are exclusive of applicable taxes; Client shall be responsible for any sales, use, VAT or other taxes imposed on the transaction, except for taxes based on Service Provider's net income.

TERM AND TERMINATION

The term of 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 giving days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in confidence any non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Receiving Party shall not disclose Confidential Information to any third party except as expressly permitted herein and shall use the same degree of care that it uses to protect its own confidential information, but not less than a reasonable standard of care.

Confidential Information does not include information that (a) is or becomes generally known to the public without breach of this Agreement by the Receiving Party; (b) was in Receiving Party's possession prior to receipt from the Disclosing Party; or (c) is independently developed by Receiving Party without reference to the Disclosing Party's Confidential Information. Upon termination or request, Receiving Party shall return or destroy Disclosing Party's Confidential Information as directed.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in and to any of its pre-existing materials, tools, methodologies and know-how. To the extent Service Provider creates new deliverables specifically for Client under this Agreement ("Work Product"), ownership of such Work Product shall be as follows: Client shall receive a non-exclusive, non-transferable license to use the Work Product for Client's internal business purposes upon full payment. Service Provider shall retain ownership of any underlying software, code, templates, libraries and derivative works used to create the Work Product.

INDEPENDENT CONTRACTOR; INSURANCE

Service Provider is an independent contractor. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Service Provider shall be solely responsible for all taxes, withholdings and other statutory obligations of an independent contractor. Service Provider shall maintain commercially reasonable insurance coverage appropriate to the services provided.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. EXCEPT FOR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

NOTICES

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments hereto executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No modification to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or pursuant to a merger or sale of all or substantially all of its assets.

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