Business Services DVB SM

BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES DVB SM

Parties and Recitals

Client Name:

Service Provider Name:

Effective Date:

WHEREAS, the Client desires to engage the Service Provider to perform certain business services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the Service Provider represents that it has the experience, personnel, and resources necessary to perform the services described in this Agreement and agrees to provide such services in a professional and workmanlike manner; and

WHEREAS, the parties wish to document their respective rights and obligations with respect to the engagement.

Scope of Work

The Service Provider shall perform the services and deliverables described below. The parties may amend the scope in writing.

Payment Terms

Compensation: The Client shall pay the Service Provider the fees set forth below in consideration for the services delivered in accordance with this Agreement.

Late payments shall accrue interest and fees as provided below. The Client shall also pay any collection costs and reasonable attorneys' fees incurred by the Service Provider to collect past-due amounts.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Section, ends on the End Date.

Start Date:     End Date:

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above. Termination shall not relieve the Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, visually, or in writing, 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. Confidential Information includes, without limitation, business plans, financial information, software, client lists, pricing, methodologies and any work product delivering under this Agreement.

Obligations: Each receiving party shall: (a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach of this Agreement by the receiving party; (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of or reference to the disclosing party's Confidential Information.

Duration: The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets where protection shall continue for so long as the information qualifies as a trade secret under applicable law.

Intellectual Property and Work Product

Ownership: Unless otherwise agreed in writing, ownership of any deliverables, inventions, reports, analyses, designs or other work product specifically prepared for the Client by the Service Provider under this Agreement (collectively, "Work Product") shall be assigned to the Client upon full payment of all amounts due. The Service Provider shall retain ownership of its pre-existing tools, methodologies, templates and know-how, and hereby grants the Client a nonexclusive, nontransferable license to use such pre-existing materials solely as incorporated in the Work Product.

Warranties; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. The Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY THE CLIENT TO THE SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM.

Notices

Notices required under this Agreement shall be in writing and delivered to the addresses set forth below by hand, nationally recognized overnight courier, certified mail (return receipt requested), or email (with confirmation of receipt).

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation is unsuccessful, the parties agree to submit the dispute to binding arbitration in the governing state, unless otherwise mutually agreed in writing.

Entire Agreement; Amendments

This Agreement, including any attachments and exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization provided the assignee assumes all obligations hereunder.

Independent Contractor: The Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, agency or joint venture relationship between the parties.

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