Business Services JSS

BUSINESS SERVICES JSS

This Business Services Agreement ("Agreement") is entered into as of by and between Client Name: , with principal address , and Service Provider: , with principal address .

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein, and Provider represents that it has the experience, personnel, and resources to provide such services in a professional manner; and

WHEREAS, the parties agree to set forth their respective rights and obligations with respect to those services pursuant to the terms and conditions of this Agreement.

SCOPE OF WORK

Provider shall perform the services described above in a timely, professional and workmanlike manner, in accordance with generally accepted industry standards. Provider shall supply all labor, materials and equipment necessary to perform the services unless otherwise specified in this Agreement.

PAYMENT TERMS

All payments are due in U.S. dollars. Client shall reimburse Provider for reasonable, pre-approved out-of-pocket expenses incurred in performance of the services. If Client disputes an invoice in good faith, Client shall provide written notice of the dispute within ten (10) days of receipt and the parties shall meet promptly to attempt to resolve the dispute; undisputed amounts remain payable when due.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the required notice. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice describing the breach. Termination shall not relieve Client of its obligation to pay for services performed and reasonable expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") 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. Recipient shall (i) protect Confidential Information with at least the same degree of care used to protect its own confidential information, but in no event less than a reasonable degree of care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except as expressly permitted herein.

Confidential Information does not include information that (a) is or becomes generally available to the public other than by breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) was known to Recipient prior to disclosure as evidenced by written records.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of all pre-existing intellectual property and tools used in performing the services. Work product specifically commissioned under this Agreement and paid in full shall be owned by Client, subject to Provider's retained rights in its pre-existing materials and any general methodologies, know-how and trade secrets. Provider shall grant to Client a non-exclusive, royalty-free license to Provider materials included in the work product solely for Client's internal use.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other from third-party claims arising from its gross negligence or willful misconduct. Except for liability arising from a party's willful misconduct or breach of confidentiality, neither party's aggregate liability under this Agreement shall exceed the total amount paid or payable by Client to Provider under this Agreement in the twelve (12) months 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 conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and statements of work executed under it, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, representations and understandings, whether written or oral. Any amendments must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights under this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets. If any provision is held invalid, the remaining provisions remain effective. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above.

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