Business Services Konica

BUSINESS SERVICES AGREEMENT — KONICA

This Business Services Agreement ("Agreement") is entered into as of by and between Service Provider: with principal place of business at and Client: with principal place of business at .

WHEREAS

WHEREAS, Service Provider maintains expertise, personnel, and systems necessary to provide maintenance, repair, and related business services for digital imaging and office equipment, including but not limited to Konica-branded devices (collectively, "Services"); and

WHEREAS, Client desires to engage Service Provider to perform such Services for Client's equipment identified in the Scope of Work, and Service Provider is willing to perform such Services under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Service Provider shall furnish labor, parts (unless otherwise agreed), technical support, preventive maintenance, and other services necessary to maintain the equipment specified below (the "Equipment") in good operating condition. Specific tasks, deliverables, and performance standards are described in the Scope of Work.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth in this section in consideration for the Services performed. Unless otherwise stated, amounts are payable in United States dollars.

Invoices shall be submitted by Service Provider to Client in accordance with the Payment Schedule. Payments are due within days of invoice receipt. Overdue amounts shall accrue interest at a rate of or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs, including attorneys' fees, if applicable.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall expire on 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 by the other party if such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party agrees to: (a) maintain Confidential Information of the other party in strict confidence; (b) not disclose such Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other's Confidential Information; or (iv) is required to be disclosed by law or regulation, provided the disclosing party gives prompt notice and cooperates with any protective measures.

INSURANCE AND COMPLIANCE

Service Provider shall maintain, at its expense, insurance customary for the services provided, including commercial general liability and workers' compensation as required by law. Both parties shall comply with all applicable laws, rules, and regulations in the performance of their obligations under this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, neither party shall be liable to the other for consequential, incidental, indirect, special, or punitive damages, and each party's aggregate liability shall not exceed the total fees paid by Client to Service 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 conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any disputes arising under this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by notice in accordance with this section).

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments referenced herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected, and the parties shall endeavor in good faith to replace the invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the original intent and economic effect of the invalid provision.

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