Business Services Freestyler

BUSINESS SERVICES FREESTYLER

Parties

This Business Services Agreement (the Agreement) is entered into by and between:

Client Contact:     Provider Contact:

Recitals

WHEREAS, Client desires to retain the Service Provider to perform professional business services as set forth herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will provide such services to Client.

Scope of Work

Service Provider shall perform the services described below and in any attached statements of work. Service Provider shall use commercially reasonable efforts, consistent with industry standards, to perform the services in a professional and timely manner.

Payment Terms

In consideration for the services rendered, Client shall pay Service Provider the fees set forth below in accordance with this section. Fees exclude taxes unless otherwise stated.

Late payments shall incur a late charge equal to against the overdue balance, or the maximum lawful rate if less. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement shall commence on the Effective Date and continue until the End Date, unless earlier terminated in accordance with this section.

Effective Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to the effective date of termination. Either party may also terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice.

Confidentiality

For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party to the other, whether oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Receiving party shall (i) use Confidential Information solely for the purpose of performing obligations under this Agreement; (ii) 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; and (iii) not disclose Confidential Information to third parties 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 herein. Confidential Information shall not include information that is: (a) publicly known through no wrongful act of the receiving party; (b) rightfully received from a third party without restriction; (c) independently developed without use of Confidential Information; or (d) required to be disclosed by law, provided the disclosing party is given prompt notice and opportunity to seek a protective order.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all original work product created by Service Provider specifically for Client under this Agreement shall be considered work made for hire and ownership shall vest in Client upon full payment of fees due for such work. Service Provider retains ownership of its pre-existing materials, tools, methodologies and know-how, provided that Service Provider hereby grants Client a non-exclusive license to any pre-existing materials incorporated into the deliverables solely to the extent necessary for Client’s use of the deliverables.

Warranties; Limitation of Liability

Service Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for all disputes arising out of this Agreement.

Entire Agreement; Amendment

This Agreement (including any attachments or statements of work executed under it) constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment, modification or waiver of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Relationship of the parties: Service Provider is an independent contractor and not an employee, partner or joint venturer of Client. Service Provider shall be solely responsible for all employment taxes, benefits and other obligations for its personnel. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

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