Business Services Clearview

BUSINESS SERVICES AGREEMENT — CLEARVIEW

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

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein, and Service Provider has the capability and agrees to provide such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend for Service Provider to perform the work set forth in the Scope of Work and for Client to compensate Service Provider in accordance with the Payment Terms, subject to the terms and conditions of this Agreement.

WHEREAS, the parties acknowledge that confidentiality, performance standards, and dispute resolution provisions are material to their relationship and shall be binding as provided below.

PARTIES' CONTACT & BUSINESS INFORMATION

SCOPE OF WORK

Service Provider shall perform the services described above with the degree of skill, care, and diligence consistent with industry standards. Deliverables, milestones, acceptance criteria, and any project management responsibilities shall be as set forth in the Scope of Services unless otherwise agreed in writing.

PAYMENT TERMS

All payments not received within the agreed Net Days shall accrue interest at the Late Payment Fee set forth above, or the maximum rate permitted by law, whichever is less. Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon provision of written notice to the other party in accordance with the Notice Period above. Either party may terminate immediately for material breach by the other party that remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any trade secrets or proprietary information of the other party (the "Disclosing Party") that is designated in writing as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is (a) publicly known through no fault of Receiving Party, (b) rightfully received from a third party without restriction, (c) independently developed without use of the other party's Confidential Information, or (d) required to be disclosed by law or court order (provided Receiving Party gives prompt notice to Disclosing Party where permitted).

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall take reasonable measures to protect Confidential Information from unauthorized use or disclosure, but in no event less than reasonable care.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and tools. Client is granted a non-exclusive, non-transferable license to use Deliverables solely for Client's internal business purposes upon full payment. To the extent any work product is created specifically for Client and paid in full, copyrights and deliverable ownership shall be transferred to Client, except for Service Provider's general know-how, methods, and tools.

INDEMNIFICATION

Each party agrees to indemnify, defend, and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, subject to any limits of liability set forth in writing by the parties.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breaches of confidentiality, in no event shall either party be liable to the other for incidental, consequential, special, or punitive damages. The aggregate liability of either party under this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement during the six (6) month period preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the governing state specified above without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation; absent resolution, disputes shall be resolved in courts of competent jurisdiction located in the governing state, unless the parties agree in writing to alternative dispute resolution.

ENTIRE AGREEMENT; AMENDMENT

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed overnight courier, or sent by certified mail, return receipt requested, to the addresses listed above or to such other address as either party may designate in writing.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure or delay of either party to enforce any right shall not constitute a waiver of that right. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in connection with a merger or sale of substantially all assets.

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