Business Services JDA Agreement

BUSINESS SERVICES JDA AGREEMENT

This Joint Development Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client Name: possesses business needs and commercial objectives for the development and delivery of certain products and services described in this Agreement; and

WHEREAS, Service Provider Name: represents that it has the expertise, personnel and resources necessary to perform the services and collaborative development contemplated herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the services and collaborative development activities described below (the "Services"). Service Provider shall deliver work products in accordance with the milestones and acceptance criteria set forth in this Agreement.

2. PAYMENT TERMS

As consideration for the Services, Client shall pay Service Provider the Total Fee set forth below, subject to adjustment only as provided in this Agreement.

Invoices are payable within days of invoice date. Late payments shall accrue interest at the rate of % per month (or the maximum permitted by law, if less) on unpaid balances until paid in full.

3. 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 providing written notice to the other party at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice of breach.

4. CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, 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. Confidential Information includes, without limitation, business plans, technical data, software, inventions, trade secrets, customer lists and pricing.

The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as expressly permitted herein, and (c) use Confidential Information solely to perform its obligations under this Agreement. The obligations in this Section shall not apply to information that: (i) is or becomes publicly known through no breach of this Agreement by the receiving party; (ii) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or order of a court or governmental authority, provided the receiving party gives prompt written notice and cooperates in any lawful efforts to limit or contest the disclosure.

Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy, at the disclosing party's election, all tangible materials containing Confidential Information and shall certify in writing the completion of such return or destruction.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, each party shall retain all right, title and interest in and to its pre-existing intellectual property. Intellectual property developed solely by Service Provider in the performance of the Services shall be owned by Service Provider, subject to Client's non-exclusive license to use deliverables as necessary for Client's internal business purposes, unless the parties execute a separate assignment of rights. Any joint intellectual property developed by the parties shall be governed by a separate written agreement addressing ownership, prosecution, maintenance and exploitation.

6. REPRESENTATIONS; WARRANTIES; INDEMNITY

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct or breach of its representations and warranties.

7. 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.

8. ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto and any written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, relating to such subject matter.

9. MISCELLANEOUS

No amendment to this Agreement will be effective unless in writing and signed by both parties. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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