Business Services Milton

Business Services Milton — General Services Agreement

This General Services Agreement (the Agreement) is entered into as of Effective Date: between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business services related to Client's operations located at: ; and

WHEREAS, Service Provider represents that it has the personnel, experience and expertise to perform the services described in this Agreement and is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance of such services.

SCOPE OF WORK

Service Provider may subcontract work subject to Client's prior written consent (not to be unreasonably withheld).

PAYMENT TERMS

Service Provider shall submit invoices to Client. Unless otherwise stated on the invoice, Client shall pay invoiced amounts within days of receipt. All payments shall be made in U.S. dollars.

Any amount not paid when due shall accrue a late fee equal to per month (or the maximum permitted by law, if lower), plus reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

Term Commencement Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the desired termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of ten (10) days after delivery of written notice specifying the breach, or immediately for insolvency or similar events.

Upon termination, Client shall pay Service Provider for all services performed and reasonable non-cancellable commitments incurred through the effective date of termination. Service Provider shall deliver all completed work and reasonable assistance to transition remaining work to Client or its designee.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other, whether oral, written or electronic, 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 is or becomes generally available to the public other than as a result of a breach by the receiving party, that was known to the receiving party prior to disclosure, or that is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (i) 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, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. Upon termination, the receiving party shall return or destroy the disclosing party's Confidential Information, except to the extent retention is required by law.

INTELLECTUAL PROPERTY; LICENSES

Unless expressly agreed in writing, all work product specifically commissioned and paid for under this Agreement (Deliverables) shall be considered "work made for hire" and ownership of all such Deliverables shall vest in Client upon full payment. Service Provider retains ownership of its pre-existing tools, software, methodologies and know-how used in performing the services, and grants Client a non-exclusive, perpetual, worldwide license to use such materials solely as incorporated in the Deliverables.

INDEMNIFICATION AND INSURANCE

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of that party's gross negligence, willful misconduct or breach of this Agreement. Service Provider shall maintain at its expense insurance customary for its industry and sufficient to cover professional liability and general commercial liability risks arising from performance of the services.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Relationship of the Parties: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee or agency relationship between the parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect.

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