Business Services Justworks

BUSINESS SERVICES AGREEMENT — JUSTWORKS

This Business Services Agreement ("Agreement") is entered into as of the Effective Date below by and between:

Service Provider Name:    Entity Type: Corporation LLC Individual

Client Name:    Entity Type: Corporation LLC Individual

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing payroll, benefits administration, HR support and related business services as further described herein; and

WHEREAS, Client desires to engage Service Provider to provide such services for Client on the terms and conditions set forth in this Agreement, and Service Provider desires to provide such services to Client.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

1. Scope of Work

Service Provider shall perform the services described below (the "Services"). Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

As full compensation for the Services, Client shall pay Service Provider the amounts and in the manner set forth below. Fees do not include taxes, unless otherwise stated.

Unless otherwise agreed in writing, if any amount due hereunder is not paid when due, Client shall pay interest on the overdue amount at the rate set forth above, or if no rate is set, at the lesser of 1.5% per month or the maximum rate permitted by law, together with all costs of collection, including reasonable attorneys' fees.

3. Term and Termination

This Agreement shall commence on Start Date and shall continue until End Date unless earlier terminated pursuant to this Section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon providing the notice period set forth above. Either party may terminate this Agreement immediately for material breach by the other party that is not cured within 15 days after written notice of such breach. Termination is without prejudice to any rights or remedies accrued prior to termination.

4. Confidentiality

"Confidential Information" means all non-public information disclosed by a party in connection with this Agreement, whether written, oral or electronic, including business, financial, technical, and employee information. Confidential Information does not include information that (a) is or becomes publicly known other than by breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully received from a third party without obligation of confidentiality.

The receiving party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Notwithstanding the foregoing, either party may disclose Confidential Information as required by law or valid subpoena, provided the disclosing party gives prompt written notice and cooperates to seek a protective order or other remedy to limit disclosure.

5. Intellectual Property

Unless otherwise expressly provided in writing, Service Provider retains all right, title and interest in and to its pre-existing intellectual property and any improvements, tools, templates or methodologies developed by Service Provider in performing the Services. Client shall own deliverables expressly identified as work-for-hire herein upon payment in full; to the extent ownership cannot vest by contract, Service Provider assigns to Client all right, title and interest in such deliverables, subject to Service Provider's retained rights in its pre-existing materials.

6. Representations, Warranties and Limitations

Each party represents that it has the full right and authority to enter into this Agreement. Service Provider warrants that it will perform the Services in a professional manner consistent with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, PROVIDED THAT THIS LIMITATION SHALL NOT APPLY TO LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OBLIGATIONS.

7. Taxes and Expenses

Client is responsible for all taxes (other than taxes on Service Provider's net income) arising from amounts payable under this Agreement. Unless otherwise agreed in writing, Client will reimburse Service Provider for reasonable out-of-pocket expenses incurred in connection with the performance of the Services, provided those expenses are pre-approved by Client.

8. Governing Law and Venue

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in the specified state for any dispute arising out of or relating to this Agreement.

9. Indemnification

Each party shall defend, indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct, except to the extent caused by the gross negligence or willful misconduct of the indemnified party.

10. Entire Agreement; Amendments

This Agreement (including any exhibits or attachments expressly incorporated 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 written or oral. No amendment or modification of this Agreement shall be binding unless executed in writing by an authorized representative of each party.

11. Miscellaneous

Neither party may assign 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, acquisition or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision.

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