Business Services Kodio

BUSINESS SERVICES AGREEMENT — KODIO

This Business Services Agreement ("Agreement") is made effective as of , by and between Service Provider: , located at , and Client: , located at .

RECITALS

WHEREAS, Service Provider is in the business of providing software development, technical advisory, and related business services under the trade name Kodio; and

WHEREAS, Client desires to engage Service Provider to perform certain services described in this Agreement and Service Provider is willing to perform such services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereby agree as follows.

SCOPE OF WORK

Deliverables, acceptance criteria, and any milestones will be set forth in the scope described above or in attachments signed by both parties. Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Invoices are payable within days of receipt unless otherwise agreed in writing. Overdue amounts shall accrue interest at the rate of per month or the maximum rate permitted by law, whichever is less. Client will also be responsible for reasonable collection costs for delinquent payments.

TERM AND TERMINATION

This Agreement commences on , and shall continue until , 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 date of termination. Either party may terminate immediately for material breach that remains uncured for a period of 15 days after written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party to the other, whether disclosed orally or in writing, that is identified as confidential or that reasonably should be understood to be confidential. Confidential Information includes business plans, technical data, software, source code, financial information, and client lists.

Each party agrees to: (a) hold Confidential Information in strict confidence and take all reasonable precautions to protect such information; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes generally known through no fault of the receiving party; (ii) was in the receiving party's possession prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and that either party is entitled to seek injunctive relief in addition to other available remedies.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in pre-existing intellectual property and tools used in performing the services. Subject to Client's full payment of all fees due, Service Provider hereby grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Any right to source code, underlying algorithms, or third-party software remains subject to license terms and is expressly excluded unless otherwise set forth in writing.

LIABILITY AND INDEMNIFICATION

Each party agrees to indemnify and hold harmless the other from claims arising out of its gross negligence or willful misconduct in performing obligations under this Agreement. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability shall exceed the total amounts paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified above without regard to its conflicts of law principles. The parties shall attempt to resolve disputes in good faith through negotiation. If unresolved within 30 days, either party may pursue remedies in the courts of the chosen jurisdiction.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments executed by the parties, 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 amendments must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger 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.

SIGNATURES

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