Business Services Mac Agreement

BUSINESS SERVICES MAC AGREEMENT

Parties

RECITALS

WHEREAS, Provider is engaged in the business of providing specialized business services and technical support as described in this Agreement and represents that it has the expertise and personnel necessary to perform such services;

WHEREAS, Client desires to retain Provider to perform the services described below, and Provider is willing to perform such services under the terms and conditions set forth herein;

WHEREAS, the parties desire to set forth the terms, conditions and obligations with respect to such services effective as of Effective Date: .

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below. Provider shall exercise commercially reasonable efforts to meet any schedules agreed in writing by the parties. Any changes to the scope, deliverables, schedule, or specifications must be agreed in writing and signed by authorized representatives of both parties.

PAYMENT TERMS

Client shall pay Provider in accordance with the following terms. Provider shall submit invoices in the form and at the intervals specified below. Unless otherwise specified, Client shall pay uncontested amounts within the invoice due period.

All payments are exclusive of taxes. Client shall be responsible for any taxes, duties or costs imposed by any governmental authority, except for taxes based on Provider's net income. Provider may suspend performance if undisputed amounts are overdue by more than thirty (30) days after written notice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to termination. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all written, electronic or oral 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 and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally known to the public other than as a result of a breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully 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: (i) hold Confidential Information in strict confidence and use at least the same degree of care to protect it as it uses with its own confidential information but in no event less than reasonable care; (ii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (iii) use Confidential Information solely to perform its obligations under this Agreement. Upon termination, the receiving party shall return or destroy Confidential Information as directed by the disclosing party and, upon request, certify such return or destruction in writing.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of this provision and agree that the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

LIABILITY AND INDEMNIFICATION

Each party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall be limited to direct damages not to exceed the total fees paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. Provider shall indemnify, defend and hold Client harmless from third-party claims arising from Provider's gross negligence or willful misconduct in performing the services. Client shall indemnify Provider for liabilities arising from Client's wrongful use of deliverables or breach of this Agreement.

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.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or statements of work incorporating these terms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of all or substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employment relationship.

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