Business Services Derosin

BUSINESS SERVICES DEROSIN

This Business Services Agreement (the Agreement) is made effective as of between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to engage Service Provider to perform the services set forth in this Agreement, and Service Provider has the necessary expertise and agrees to perform such services on the terms and conditions contained herein.

WHEREAS, the parties intend that the services provided shall be performed in a professional manner consistent with industry standards and that Client shall compensate Service Provider in accordance with the Payment Terms below.

WHEREAS, the parties desire to set forth their entire agreement regarding the engagement and to confirm the confidentiality and ownership rights attendant to the work product produced under this Agreement.

SCOPE OF WORK

Service Provider shall perform the services described below (Scope of Work). Service Provider shall furnish all labor, materials, equipment and supervision necessary to complete the Scope of Work unless otherwise agreed in writing.

PAYMENT TERMS

Client shall pay Service Provider the fees described below in consideration for the performance of the Scope of Work. All amounts are due in U.S. dollars unless otherwise agreed in writing.

Invoices shall be issued in accordance with the Payment Schedule. Unless otherwise agreed, Client shall pay undisputed invoices within the number of days specified in the Payment Schedule. Late payments shall accrue interest at the Late Payment Fee rate and Client shall be responsible for collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement commences on and shall continue in effect until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breach remains uncured for a period of 15 days after written notice of breach.

Upon termination for any reason, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Service Provider shall deliver any work product completed up to the effective date and shall cooperate reasonably to effect an orderly wind-down.

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) except as necessary to perform the obligations under this Agreement or as required by law. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) is rightfully received from a third party without restriction on use or disclosure, or (c) is independently developed without use of the Disclosing Party’s Confidential Information.

INTELLECTUAL PROPERTY; WORK PRODUCT

Unless otherwise agreed in writing, all deliverables and work product created by Service Provider specifically for Client under this Agreement (Work Product) shall be the sole and exclusive property of Client upon full payment of all amounts due. Service Provider shall retain ownership of its pre-existing intellectual property and tools, and grants Client a non-exclusive, perpetual license to any pre-existing materials incorporated into the Work Product only to the extent necessary to use the Work Product for Client’s internal purposes.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or fraud, or a breach of the confidentiality or intellectual property provisions, neither party shall be liable to the other for incidental, consequential, special, or punitive damages, and aggregate liability shall be limited to the total fees paid or payable to Service Provider under this Agreement in the 12 months preceding 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 any action arising out of or related to this Agreement.

ENTIRE AGREEMENT

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and sent to the addresses set forth below or to such other address as a party may specify in writing in accordance with this provision.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate.

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