Business Services EN

BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES EN

RECITALS

WHEREAS, Service Provider Name: is engaged in the business of providing business services and possesses the expertise and personnel necessary to perform the Services described herein; and

WHEREAS, Client Name: desires to engage Service Provider to perform certain professional services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of such services effective as of Effective Date: , .

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services") in a professional and workmanlike manner in accordance with industry standards. The Services shall include, without limitation, the tasks and deliverables specified in the Scope of Work field. Any material change to the Scope of Work shall require prior written agreement by both parties in accordance with the Change Order provision below.

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the fees and schedule set forth below. All fees are stated in the currency specified in this Agreement. Client is responsible for taxes, duties, and other governmental assessments related to the Services.

Any amount not paid within days of the due date shall accrue interest at a rate of % per month (or the maximum rate permitted by law, if lower), calculated daily and compounded monthly.

TERM AND TERMINATION

This Agreement shall commence on Start Date: , and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice to the other party no fewer than days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within days following receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other 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. Each party shall: (a) use Confidential Information solely for performance or enforcement of this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors and advisors who need to know and who are bound by confidentiality obligations at least as protective as this provision; and (c) exercise at least reasonable care to protect such Confidential Information. Confidentiality obligations shall continue for a period of years following termination or expiration of this Agreement, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of its preexisting intellectual property and methodology. To the extent that Service Provider creates deliverables specifically for Client and transfers ownership, such transfer is limited to the deliverables expressly identified in the Scope of Work and only after full payment of all amounts due. Service Provider grants Client a non-exclusive, non-transferable license to use Service Provider's background technologies to the extent incorporated in deliverables for Client's internal business purposes.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total fees paid or payable by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim. Neither party shall be liable for consequential, incidental, indirect or punitive damages.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the federal and state courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement (including any attachments and referenced exhibits) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment, modification, or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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