Business Services ICTV

BUSINESS SERVICES ICTV

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client Name: desires to obtain certain information and communications technology services described herein; and

WHEREAS, Service Provider Name: possesses expertise and resources to provide the services; and

WHEREAS, the parties wish to set forth their respective rights and obligations regarding the provision of Business Services ICTV on the terms and conditions of this Agreement.

Scope of Work

Service Provider shall perform the services described below and deliver the deliverables specified according to the schedule and milestones agreed by the parties. The services shall include planning, configuration, implementation, testing, training and post-deployment support as required to satisfy the requirements set by Client.

Payment Terms

Client shall pay Service Provider the fees and reimburse expenses in accordance with the schedule below. All fees are exclusive of taxes, which Client shall pay where applicable.

Invoices shall be submitted to Client and are payable within days of receipt unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs. Late payment interest or fees will be calculated from the invoice due date until payment is received in full.

Pre-approved out-of-pocket expenses will be reimbursed upon submission of reasonable documentation. Pre-approval is required for expenses exceeding .

Term and Termination

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

Start Date:     End Date:

Either party may terminate this Agreement for material breach if the breach remains uncured thirty (30) days after written notice. Either party may also terminate for convenience upon days' prior written notice to the other party.

Upon termination for any reason, Client shall pay Service Provider for all Services rendered and expenses incurred through the effective date of termination. Service Provider shall deliver any completed Deliverables and reasonable documentation necessary for Client to utilize the Deliverables.

Confidentiality

"Confidential Information" means non-public business, technical and financial information disclosed by one party to the other in connection with this Agreement. The receiving party shall maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information and shall not disclose Confidential Information to any third party except as required by law or with the disclosing party's prior written consent.

The confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which the obligations shall continue as long as the information remains a trade secret.

Intellectual Property

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to the deliverables created specifically for Client under this Agreement (the "Work Product"). Service Provider retains ownership of its pre-existing materials, tools, methodologies and know-how, and grants Client a non-exclusive, perpetual license to use such pre-existing materials only as incorporated into the Work Product.

Warranties; Limitation of Liability

Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty, Client's exclusive remedy and Service Provider's entire liability shall be re-performance of the nonconforming Services or, if Service Provider fails to re-perform, a refund of the fees paid for the nonconforming Services.

EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO SERVICE PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered by hand, overnight courier, or certified mail to the addresses set forth above or to such other address as a party may designate by notice to the other. Notices shall be effective upon receipt.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties without regard to principles of conflict of laws. The parties submit to the exclusive jurisdiction of state and federal courts located in the governing state for any dispute arising under this Agreement.

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided the assignee assumes all obligations hereunder. The invalidity of any provision shall not affect the remainder of this Agreement.

By executing below, each signatory represents and warrants that they are duly authorized to bind the party for whom they sign.

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