Business Services Enterprise Agreement

BUSINESS SERVICES ENTERPRISE AGREEMENT

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

RECITALS

WHEREAS, Client seeks to obtain enterprise-level business services relating to operational, technical, and strategic support as described further herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources to provide such services to Client in accordance with 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 services on an enterprise basis.

SCOPE OF WORK

Service Provider shall provide the services, deliverables, and performance described below, and shall perform such services in a professional, timely, and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services. Fees are exclusive of applicable taxes unless otherwise stated.

TERM AND TERMINATION

This Agreement shall commence on the Start Date set forth below and shall continue until the End Date, unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed through the effective date of termination, nor relieve Service Provider of the obligation to deliver completed work for which Client has paid.

CONFIDENTIALITY

"Confidential Information" means all non-public business, technical and financial information disclosed by one party to the other, whether oral, written or electronic, 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. Confidential Information excludes information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to the receiving party prior to disclosure without restriction; (c) was rightfully received from a third party without restriction; or (d) was independently developed without use of the disclosing party's Confidential Information.

Each receiving party shall (i) protect the disclosing party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, agents and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Upon termination or upon written request, the receiving party shall return or destroy all Confidential Information and certify such return or destruction.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, all deliverables and work product produced by Service Provider specifically for Client under this Agreement ("Work Product") shall be deemed "work made for hire" and ownership of such Work Product shall vest in Client upon full payment. Service Provider hereby assigns and agrees to assign to Client any and all right, title and interest in and to any Work Product. Service Provider retains ownership of its pre-existing materials, tooling, methodologies, templates, and general skills and know-how used or developed in the course of performing services, provided that use of such retained materials does not disclose Client Confidential Information.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for incidental, consequential, special, punitive or exemplary damages.

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 federal and state courts located in that jurisdiction for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. Any modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing.

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