Business Services Flying Cloud Contract

BUSINESS SERVICES FLYING CLOUD CONTRACT

This Business Services Agreement ("Agreement") is made and entered into as of by and between Service Provider: with principal business address:

and Client Name: with principal business address:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing cloud-based business services, software customization, and operational support designed to improve Client's business operations; and

WHEREAS, Client desires to retain Service Provider to perform certain services described herein, and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend to define the scope, payment, confidentiality, and other commercial terms in this Agreement.

SCOPE OF WORK

Service Provider will perform the services described below. Services shall include deliverables, milestones, and acceptance criteria as set forth and may be modified only by written amendment signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider for the services in accordance with the fees, schedule, and invoicing procedures set forth below.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue in effect until the End Date or until terminated in accordance with the terms below.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period above after written notice. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive or have access to confidential and proprietary information of the other party ("Confidential Information"). Confidential Information shall include business processes, pricing, customer lists, software source code, system architecture, and other non-public information.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees and contractors with a need-to-know and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to prevent unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was already known by the receiving party without restriction, or is independently developed.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in and to any pre-existing software, tools, methodologies, and materials used or developed by Service Provider ("Provider Materials"). Client is granted a limited, nonexclusive, nontransferable license to use deliverables for its internal business purposes upon full payment of amounts due. Ownership of Client-provided data remains with Client.

LIMITATION OF LIABILITY

Except for willful misconduct or breaches of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, punitive, or special damages, or lost profits. The aggregate liability of either party for any claim arising out of 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.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflict of laws principles.

MISCELLANEOUS

Assignment: 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 financing or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employer-employee, partnership, joint venture, or agency relationship.

Injunctive Relief: The parties acknowledge that breach of the confidentiality provisions may cause irreparable harm for which monetary damages are an inadequate remedy, and agree that the non-breaching party may seek injunctive relief in addition to other available remedies.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. Any modification must be in writing and signed by authorized representatives of both parties.

NOTICES

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