Business Services Edition

Business Services Agreement — Business Services Edition

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client desires to engage Service Provider to perform business services as set forth in this Agreement, and Service Provider represents that it has the expertise, personnel and resources to perform such services in a professional manner;

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be performed, including payment, confidentiality, term and termination, and remedies; and

WHEREAS, the parties intend that this Agreement will constitute the entire binding understanding between them with respect to the subject matter hereof.

Scope of Work

Payment Terms

If any undisputed amount remains unpaid more than days after the invoice due date, interest will accrue at the rate of . The parties acknowledge that interest and collection costs are cumulative and remedies for non-payment are in addition to other remedies available at law.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either party may terminate immediately for cause upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that during performance of the services it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information disclosed in any form. Receiving party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to employees or contractors with a need to know and who are bound to confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect confidentiality. Confidential Information does not include information that is or becomes generally known to the public other than by breach of this Agreement, or that is independently developed without use of the disclosing party's Confidential Information.

Representations, Warranties and Indemnification

Each party represents that it has full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. To the extent permitted by law, each party indemnifies and holds harmless the other from third-party claims arising out of the indemnifying party's breach of its representations, negligence, or willful misconduct, subject to customary limitations and procedures for notice and defense of claims.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, breaches of confidentiality or indemnification obligations, neither party will be liable for consequential, incidental or punitive damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (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 principles of conflicts of law.

Entire Agreement and Amendments

This Agreement, including any exhibits or statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. No amendment or modification will be effective unless in writing and signed by authorized representatives of both parties.

Notices

Additional Provisions

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets so long as the assignee agrees in writing to be bound by the terms of this Agreement.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the invalid provision will be reformed to the minimum extent necessary to make it enforceable.

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