Business Services Eyebot

BUSINESS SERVICES EYEBOT

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: with principal address:

and Client Name: with principal address:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing automated business services, analytics, and remote monitoring technologies under the trade designation Eyebot and possesses the professional skill, personnel, equipment and expertise necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform certain business services and deliverables as set forth herein and Service Provider is willing to perform such services on the terms and conditions contained in this Agreement.

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

SCOPE OF WORK

Service Provider shall provide the business services and deliverables described in the detailed scope below (Services). Service Provider will perform the Services in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

Client shall pay Service Provider for the Services as set forth below. All monetary amounts are denominated in the currency agreed by the parties.

Unpaid amounts shall accrue interest at the rate of on outstanding balances, and Client shall reimburse Service Provider for all reasonable collection costs, including attorneys' fees, incurred in collecting late payments.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days following written notice from the non-breaching party. Termination shall not relieve Client of its obligation to pay for Services performed prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party (Disclosing Party) to the other party (Receiving Party), 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 includes, without limitation, business plans, customer lists, price information, technical data, software, trade secrets and prototypes.

The Receiving Party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information for any purpose other than performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of this Agreement; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is rightfully obtained from a third party having the right to disclose it.

The obligations of confidentiality hereunder shall continue for a period of years following termination or expiration of this Agreement, except with respect to trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in and to any pre-existing intellectual property and tools used in providing the Services, including improvements and derivative works. To the extent Service Provider creates new Deliverables specifically for Client and expressly transfers ownership in a signed writing, title to those Deliverables shall transfer to Client upon full payment. Service Provider grants Client a non-exclusive, non-transferable license to use any Service Provider background technology incorporated in Deliverables solely for Client's internal business purposes.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable for consequential, incidental, special or punitive damages. Each party shall indemnify and hold harmless the other party from and against third-party claims arising from the indemnifying party's negligence or willful misconduct in the performance of this Agreement, provided the indemnified party gives prompt written notice and reasonable cooperation in the defense and settlement of any such claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below, without regard to conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification to this Agreement must be 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 shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its business. Notices under this Agreement shall be in writing and delivered to the addresses set forth above.

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