Business Services FSE

BUSINESS SERVICES FSE AGREEMENT

This Business Services FSE Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: (Service Provider) and Client Name: .

RECITALS

WHEREAS, Service Provider represents that it possesses the experience, personnel and technical capability to perform field service engineering and related business services described herein; and

WHEREAS, Client desires to engage Service Provider to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the performance, payment and confidentiality of the services to be provided.

SCOPE OF WORK

Service Provider shall provide Field Service Engineering and related business services as described below. Services shall include all labor, materials, equipment, supervision and reporting necessary to perform the tasks and deliverables set forth in the Scope of Work. Service Provider will perform services in a professional, timely manner consistent with industry standards.

PAYMENT TERMS

Fees for the services described in this Agreement shall be as set forth below. All payments are due in accordance with the invoice terms unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until 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 at least days prior to the effective termination date. Either party may terminate for cause if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, 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, including business strategies, technical data, product plans, customer information and pricing. Confidential Information does not include information that: (a) was lawfully in the receiving party's possession prior to disclosure; (b) is or becomes generally available to the public other than by breach of this Agreement; (c) is received from a third party without restriction and without breach of a confidentiality obligation; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely for the performance of its obligations under this Agreement; (ii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but not less than a reasonable standard of care; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein. Upon termination or expiration of this Agreement, the receiving party shall return or destroy Confidential Information as instructed by the disclosing party. Remedies at law for breach of this Section may be inadequate; accordingly, the disclosing party shall be entitled to injunctive relief in addition to any other available remedies.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for liability arising from willful misconduct or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party for claims arising out of or relating to this Agreement shall not exceed the total amounts paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Service Provider shall indemnify and defend Client from third-party claims arising out of Service Provider's gross negligence or willful misconduct in performing the services. Client shall indemnify and defend Service Provider for claims arising from Client's breach of representations, misuse of deliverables, or its negligence.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and tools. Subject to full payment of fees due hereunder, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business purposes. Any modifications, enhancements or derivative works developed specifically for Client shall be owned by Client upon full payment, subject to Service Provider's retained rights in background technology.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of courts located within that State for resolution of disputes not subject to arbitration.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral, relating to the subject matter hereof. Any amendment or modification of this Agreement must be 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 below by certified mail, overnight courier, or email with confirmation. Notices are effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. Headings are for convenience only and do not affect interpretation.

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