Business Services LEIDSA

Business Services LEIDSA

This Business Services Agreement ("Agreement") is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, project management and operational support, and possesses the necessary expertise, personnel and resources to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth herein, and Service Provider agrees to provide such services under this Agreement.

Scope of Work

Service Provider shall provide the services and deliverables described below. Services shall be performed with commercially reasonable skill and in accordance with industry standards.

Payment Terms

Client shall pay Service Provider for the performance of services as follows.

Invoices are due within days of receipt. Late payments shall accrue interest at % per month (or the maximum permitted by law), applied to outstanding balances. Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider.

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 written notice delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice of breach, or immediately for material violations of confidentiality obligations.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether in oral, written or electronic form, 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. Confidential Information includes pricing, business plans, client lists, trade secrets and technical data, but does not include information that (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed by the receiving party without use or reference to the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, 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 at least as protective as those in this Agreement. Confidentiality obligations 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. Breach of confidentiality may result in irreparable harm for which monetary damages would be inadequate; the disclosing party shall be entitled to injunctive relief in addition to any other available remedies.

Intellectual Property

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in its pre-existing intellectual property and methodologies. Upon full payment of fees due for the applicable deliverables, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes. Any modifications, derivatives or work product incorporating Service Provider's pre-existing intellectual property remain the sole property of Service Provider.

Independent Contractor; Insurance

Service Provider is an independent contractor and not an employee, agent or partner of Client. Service Provider is solely responsible for all employment taxes and other liabilities arising from the performance of services. Service Provider shall maintain commercially reasonable insurance coverage appropriate to its activities under this Agreement.

Limitation of Liability

Except for liability arising from willful misconduct or breaches of confidentiality, each party's aggregate liability for claims arising under this Agreement shall not exceed the amounts actually paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for consequential, special, incidental or punitive damages.

Governing Law

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.

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 a party may designate by written notice). Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit with the postal service.

Miscellaneous

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings 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. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

The parties represent and warrant that they have the full right and authority to enter into this Agreement and to perform their obligations hereunder. Each party shall comply with all applicable laws and regulations in the performance of this Agreement.

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