Business Services Electeck

Business Services Agreement — Electeck

This Business Services Agreement (the Agreement) is entered into as of by and between Service Provider: with principal place of business at and Client: with principal place of business at .

WHEREAS

WHEREAS, Provider is engaged in the business of providing electronic systems consulting, hardware integration, software configuration and related business services under the trade name Electeck and possesses the skill and expertise to perform the services described in this Agreement;

WHEREAS, Client desires to engage Provider to perform such services for Client on the terms and conditions set forth herein, and Provider agrees to provide such services to Client under those terms;

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

1. Scope of Work

Provider shall perform the services and deliverables described below. Provider will furnish labor, materials, supervision and coordination as reasonably necessary to complete the Scope of Work in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

Client shall pay Provider for the services rendered according to the schedule and amounts set forth below. All amounts are denominated in United States Dollars unless otherwise stated. Unless otherwise agreed in writing, Client shall pay undisputed invoices within the number of days set forth below; late payments shall accrue interest as provided.

All reimbursements for pre-approved out-of-pocket expenses must be supported by receipts. Provider may suspend work after providing written notice if Client fails to pay amounts due within the agreed payment period; Provider will not be liable for delays caused by suspension.

3. Term and Termination

This Agreement shall commence on the Effective Date and shall remain in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for services performed and expenses incurred through the effective date of termination, including reasonable wind-down costs.

4. Confidentiality

Each party (Receiving Party) shall keep confidential and shall not disclose or use for any purpose other than performing under this Agreement any Confidential Information disclosed by the other party (Disclosing Party). Confidential Information means non-public information 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, including business plans, technical data, pricing, and customer information.

Exceptions: Confidential Information does not include information that is (a) already known to Receiving Party without obligation of confidentiality; (b) becomes publicly available other than through a breach of this Agreement; (c) independently developed by Receiving Party without use of Disclosing Party’s Confidential Information; or (d) rightfully obtained by Receiving Party from a third party without restriction.

5. Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider retains all right, title and interest in and to Provider’s pre-existing technology, tools, methodologies and know-how. Client is granted a non-exclusive, non-transferable license to use deliverables provided under this Agreement for its internal business purposes upon full payment of amounts due. Any open-source components or third-party materials provided will remain subject to their original licenses.

6. Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from claims arising out of the indemnifying party’s breach of this Agreement, negligence or willful misconduct. Except for breaches of confidentiality, claims for indemnification, and claims arising from gross negligence or willful misconduct, neither party’s aggregate liability under this Agreement shall exceed the total amount paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability.

7. Governing Law

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

8. Entire Agreement; Amendments

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

9. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth at the beginning of this Agreement or to such other address as a party may specify in writing. Notices shall be deemed given upon personal delivery, one business day after delivery to a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

10. Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation.

The parties represent and warrant that they have the full right, power and authority to enter into this Agreement and to perform their obligations hereunder.

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