Business Services ForSBC

BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES FORSBC

This Business Services Agreement ("Agreement") is made effective as of by and between:

Service Provider Name: , Business Address:

Client Name: , Business Address:

RECITALS

WHEREAS, Service Provider is duly qualified and experienced in providing the business services described in this Agreement and represents that it has the resources and personnel necessary to perform those services in a professional manner; and

WHEREAS, Client desires to engage Service Provider to perform business services on the terms and conditions set forth in this Agreement and Service Provider is willing to perform such services for Client; and

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 services identified in the Description of Services above in a professional and workmanlike manner consistent with industry standards. Any material changes to the Scope of Work shall be made only by a written amendment signed by both parties.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay Service Provider in accordance with the Payment Schedule. All amounts are payable in lawful currency. If any undisputed amount remains unpaid more than days after the date due, Service Provider may charge a late fee equal to % per month on the overdue balance, or the maximum allowed by law, whichever is less. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Service Provider shall deliver to Client all work product and materials for which Client has paid.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential.

Each party shall hold the other party's Confidential Information in confidence and shall not use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement or as required by law. The receiving party shall 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. The obligations in this section shall continue for years following termination or expiration of this Agreement, except that trade secrets shall remain protected for so long as they qualify as trade secrets.

INTELLECTUAL PROPERTY; WORK PRODUCT

Unless otherwise agreed in writing, all original work product created by Service Provider specifically for Client under this Agreement (the "Work Product") shall be owned by Client upon full payment of all fees due for such Work Product. Service Provider shall retain ownership of its pre-existing materials and general skills, know-how, and methodologies. Service Provider grants Client a non-exclusive, perpetual, worldwide license to any Service Provider pre-existing intellectual property embedded in the Work Product to the extent necessary for Client's use of the Work Product as intended under this Agreement.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written amendments mutually 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, proposals, negotiations and communications, whether oral or written. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice in accordance with this section. Notices shall be deemed given when delivered personally, by confirmed courier, or five (5) business days after mailing by certified mail, return receipt requested.

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