Business Services Clippers

BUSINESS SERVICES AGREEMENT

This Business Services Agreement (the "Agreement") is entered into as of by and between Service Provider Name: and Client Name: . Provider and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business operations, consulting, and related services described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain services for Client, and Service Provider is willing to provide those services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend that this Agreement set forth the full understanding between them with respect to the services contemplated herein.

SCOPE OF WORK

Provider shall provide professional services and deliverables as described in the Detailed Scope of Services above and shall perform those services in a professional and workmanlike manner in accordance with industry standards. Any change to the Scope of Work that materially affects fees or schedule shall be subject to a written change order signed by both Parties.

PAYMENT TERMS

All invoices issued by Provider are payable in U.S. dollars within days of receipt unless otherwise stated in the Payment Schedule. If payment is not made when due, Client shall pay interest on the overdue amount at a rate of (or the maximum rate permitted by law, if less), plus any reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on and shall continue in effect until unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination and any non-cancellable obligations incurred by Provider prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that the receiving Party can demonstrate: (a) is or becomes generally known to the public without breach of this Agreement; (b) was known to the receiving Party prior to receipt from the disclosing Party; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

Each Party shall: (i) hold in confidence the other Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, independent contractors, or advisors who have a need to know and who are bound to confidentiality obligations no less protective than those in this Agreement. Disclosure required by law is permitted only after prompt written notice to the disclosing Party and, where lawful and practicable, assistance in seeking a protective order or other measures to preserve confidentiality.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider shall retain all right, title and interest in and to any methodologies, know-how, software tools, templates, processes and other pre-existing materials used or developed by Provider in connection with providing the services ("Provider Materials"). Client is granted a non-exclusive, non-transferable license to use Provider Materials solely for Client's internal use in connection with the deliverables. Deliverables specifically commissioned under this Agreement and identified in the Scope of Work as deliverables for assignment shall be owned by , subject to payment in full.

LIMITATION OF LIABILITY; INDEMNIFICATION

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INFRINGEMENT OF INTELLECTUAL PROPERTY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF THE FORM OF ACTION. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Client shall indemnify, defend and hold harmless Provider and its officers, directors and employees from and against any third-party claims arising out of Client's use of the deliverables, Client's breach of this Agreement, or Client-provided materials, except to the extent caused by Provider's gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its rules governing conflicts of laws. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any action arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments, schedules, and executed change orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or other means agreed by the Parties, and shall be effective upon receipt.

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