Business Services Datamax

Business Services Agreement — Business Services Datamax

Effective Date:

Parties

Individual   Corporation   LLC   Partnership

Individual   Corporation   LLC   Partnership

Recitals

WHEREAS, Service Provider is engaged in providing data management, analytics, systems integration, and related business services and possesses the personnel, systems, and expertise to perform the services described herein (the "Services"); and

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

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

Scope of Work

Provider shall perform the Services as described in this Scope of Work. Provider will perform the Services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Provider for the performance of the Services in accordance with the terms below. All amounts are payable in United States dollars unless otherwise agreed in writing.

If any amount due hereunder is not received by Provider within the stated payment period, Provider may assess a late fee of % per month, or the maximum permitted by law, whichever is less. Provider may also suspend performance until outstanding invoices are paid in full.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will continue until .

This Agreement automatically renews for successive terms of equal duration unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Upon termination, Client shall pay Provider for Services performed and expenses incurred through the effective date of termination.

Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means business, technical, financial, and other non-public information disclosed by a disclosing party to the receiving party, whether in writing, orally, or by inspection, 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 excludes information that is (a) known to the receiving party without restriction prior to disclosure, (b) publicly available through no fault of the receiving party, (c) rightfully received from a third party without breach of any obligation of confidentiality, or (d) independently developed by the receiving party without reference to the disclosing party's Confidential Information.

The receiving party shall (i) maintain the confidentiality of Confidential Information with at least the same degree of care that 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 under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents, or contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations in this section survive termination of this Agreement for a period of years.

Intellectual Property and Work Product

Unless otherwise agreed in a written statement of work, Provider retains all right, title, and interest in and to Provider's pre-existing tools, methodologies, software, and know-how. Subject to Client's payment in full of all amounts due, Provider hereby assigns to Client all right, title, and interest in deliverables created uniquely for Client under this Agreement as works made for hire. Provider shall deliver to Client all such deliverables upon final payment. Provider may retain copies for recordkeeping and quality assurance.

Limitation of Liability and Indemnification

Each party shall indemnify and hold harmless the other party from losses arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF THE CONFIDENTIALITY OBLIGATIONS OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, including any attached statements of work and exhibits, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements, whether written or oral, relating to the subject matter hereof. No amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice to the other. Notices shall be deemed given upon personal delivery, three (3) days after deposit in the U.S. mail with proper postage, or one (1) day after delivery to a nationally recognized overnight courier.

Severability

If any provision of this Agreement is held to be unenforceable, the remaining provisions will remain in full force and effect and the parties will negotiate in good faith to replace the unenforceable provision with a valid provision that achieves, to the extent possible, the original intent of the parties.

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