Business Services KODA Agreement

BUSINESS SERVICES KODA AGREEMENT

This Business Services KODA Agreement (the Agreement) is entered into as of by and between:

WHEREAS

WHEREAS, Client requires business services relating to the design, implementation, operation and support of KODA-enabled solutions (the Services); and

WHEREAS, Service Provider represents that it has the professional capability and experience to perform the Services in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will perform the Services and Client will compensate Service Provider.

SCOPE OF WORK

Service Provider shall perform the Services described below in a professional and workmanlike manner consistent with prevailing industry standards. The parties may attach detailed statements of work (SOW) which, when executed by both parties, shall be incorporated into this Agreement.

PAYMENT TERMS

In consideration of the Services to be performed, Client shall pay Service Provider as set forth below.

Unless otherwise specified in a signed SOW, invoices are due within days of receipt. Late payments shall accrue interest as provided below.

All amounts payable hereunder are exclusive of taxes. Client shall be responsible for any sales, use, value-added or similar taxes, except taxes based on Service Provider's net income.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach that is not cured within thirty (30) days of written notice of such breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party (the Receiving Party) shall keep confidential all non-public information disclosed by the other party (the Disclosing Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information does not include information which: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was already known to the Receiving Party at the time of disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information only to perform its obligations under this Agreement and shall protect such Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care. The obligations of confidentiality shall survive termination for a period of years, except that trade secrets shall remain confidential for as long as such information qualifies as a trade secret under applicable law.

The Receiving Party may disclose Confidential Information to the extent compelled by law provided that, to the extent permitted, the Receiving Party provides the Disclosing Party prompt notice and cooperates in any attempt to obtain confidential treatment.

INDEPENDENT CONTRACTOR; ASSIGNMENT; INSURANCE

Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider is responsible for all employment taxes and obligations for its personnel. 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 or sale of substantially all of its assets.

Service Provider shall maintain insurance customary for the industry and appropriate to the Services provided and shall, upon request, provide certificates evidencing such coverage.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from breaches of confidentiality, willful misconduct, or gross negligence, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages. Each party shall indemnify and hold harmless the other party from claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. Venue for any dispute arising under this Agreement shall be in the state or federal courts located in that state unless otherwise agreed in writing.

ENTIRE AGREEMENT

This Agreement, together with any executed statements of work or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach. Headings are for convenience only and shall not affect interpretation.

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing.

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