Business Services Foremost App

BUSINESS SERVICES AGREEMENT — FOREMOST APP

This Business Services Agreement (the "Agreement") is made on this day of , by and between:

Service Provider:    Entity Type: Individual Corporation LLC

Client Name:    Entity Type: Individual Corporation LLC

RECITALS

WHEREAS, Service Provider is engaged in the development, deployment and ongoing support of software applications and ancillary business services, including the Foremost App platform described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain business and technical services related to Client's operations and to receive the deliverables set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions upon which Service Provider will perform such services and Client will compensate Service Provider.

SCOPE OF WORK

Service Provider shall perform the services described below and deliver the documented outputs, specifications and other deliverables in accordance with the schedule agreed by the parties. All services will be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Total Compensation: $ . Client shall pay Service Provider in accordance with the schedule below.

One-time payment    Monthly installments    Milestone payments (describe)

Invoicing: Service Provider will submit invoices to Client and Client shall pay invoices within days of receipt unless otherwise agreed in writing. Payments are due in immediately available funds.

Late Payment: Unpaid amounts shall accrue interest at percent per month (or the highest rate permitted by law, if lower). The foregoing is intended as liquidated damages and not a penalty.

TERM AND TERMINATION

Term Commencement: Services shall commence on the day of , .

Termination Date: This Agreement shall continue until the day of , , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for days after written notice of such breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by either party, whether disclosed orally, in writing, or by inspection of tangible objects, 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.

Obligations: Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was rightfully in the receiving party's possession before receipt from the disclosing party; (iii) is rightfully obtained from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Duration: The confidentiality obligations of this section shall survive termination of this Agreement for a period of years from the date of disclosure, or for trade secrets for so long as applicable law protects such trade secrets.

INTELLECTUAL PROPERTY & DELIVERABLES

Ownership: Unless otherwise agreed in a written statement of work, Service Provider retains ownership of pre-existing intellectual property and development tools. Upon full payment, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables furnished under this Agreement for Client's internal business purposes.

Third-Party Components: Any third-party software or open source components incorporated into deliverables are subject to their respective licenses; Service Provider will identify such components to Client and will obtain necessary third-party licenses where required.

LIMITATION OF LIABILITY & INDEMNIFICATION

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable for incidental, consequential, special or punitive damages. Each party's aggregate liability for direct damages arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Indemnification: Each party shall indemnify, defend and hold the other harmless from third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct, except to the extent such claims result from the indemnitee's gross negligence or willful misconduct.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all statements of work and attachments executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings. Any amendment or modification must be in writing and signed by duly authorized representatives of both parties.

NOTICE

MISCELLANEOUS

Independent Contractors: The parties are independent contractors and nothing in this Agreement creates an employment, agency, joint venture or partnership relationship.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Sign Now