Business Services DSB

BUSINESS SERVICES DSB

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

WHEREAS

WHEREAS, Client requires certain business services related to its operations, and Provider represents that it has the qualifications, experience and ability to perform such services in a professional manner; and

WHEREAS, the Parties desire to set forth the terms under which Provider will provide the services, payment for services, confidentiality obligations, and other terms governing the Parties' relationship.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SCOPE OF WORK

Provider shall perform the services described below in a timely and workmanlike manner consistent with industry standards. Provider will supply personnel, materials and equipment necessary to perform the services unless otherwise specified.

PAYMENT TERMS

As full compensation for the services performed under this Agreement, Client shall pay Provider the amounts and according to the schedule set forth below. Provider shall be responsible for all taxes applicable to its compensation unless otherwise required by law.

Provider shall submit invoices in accordance with the Payment Schedule. Unless otherwise stated, all undisputed amounts shall be paid within the number of days specified in Invoice Due (Days) above. Client may withhold payment only for good faith disputes and shall promptly notify Provider of any disputed items and the reasons for dispute.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for convenience upon prior written notice to the other Party provided not less than days' notice. Either Party may terminate this Agreement for material breach if the breaching Party fails to cure the breach within thirty (30) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Confidential Information includes business plans, product information, pricing, customer lists and technical data.

The Receiving Party shall (i) use the Confidential Information solely for the performance of this Agreement, (ii) restrict disclosure to employees, contractors or agents with a need to know, and (iii) protect the Confidential Information with at least the same degree of care as it uses to protect its own confidential information but no less than reasonable care. Confidential Information shall not include information that is or becomes publicly available through no fault of the Receiving Party, was known to the Receiving Party prior to disclosure, is lawfully obtained from a third party without restriction, or is independently developed without use of Confidential Information.

Upon termination of this Agreement or upon request, the Receiving Party shall return or destroy Confidential Information and certify such return or destruction in writing within thirty (30) days.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Party shall 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. In no event shall either Party be liable for special, incidental, consequential or punitive damages, except to the extent such damages arise from a Party's gross negligence or willful misconduct. The aggregate liability of either Party for claims arising out of or related to this Agreement shall not exceed the total fees paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

MISCELLANEOUS

Relationship of Parties: Provider shall act as an independent contractor. Nothing in this Agreement creates an employment, joint venture, partnership or agency relationship.

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all assets if the assignee assumes all obligations under this Agreement.

GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, oral or written. Any amendment or modification must be in writing and signed by both Parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as either Party may designate by notice.

CONTACTS

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