Business Services MSITSWIR

Business Services Agreement — MSITSWIR

Parties and Recitals

This Business Services Agreement ("Agreement") is entered into effective as of (the "Effective Date"), by and between:

Service Provider: Address:

Client: Address:

WHEREAS, Service Provider possesses experience and expertise in providing business services described herein; and

WHEREAS, Client desires to engage Service Provider to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth the obligations, payment terms, confidentiality obligations, and other provisions governing their relationship.

Scope of Work

Service Provider will perform the services described below (the "Services"). The Services shall be performed in a professional manner consistent with industry standards.

Payment Terms

Compensation: Client shall pay Service Provider the amounts set forth below in consideration for the Services.

Any undisputed amount not paid within days after the invoice due date shall incur a late fee of per month, compounded monthly, or the maximum rate permitted by law, whichever is less.

Service Provider shall submit invoices to Client at the address listed above. Payments are due within days of invoice receipt. Disputes to invoiced amounts must be submitted in writing within 14 days of invoice receipt.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate for material breach if the breach remains uncured for 30 days after written notice.

Confidentiality

Definition: "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 a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Exclusions: Confidential Information does not include information that is: (a) publicly known through no breach by the receiving party; (b) rightfully received from a third party without restriction; (c) independently developed without use of the disclosing party's Confidential Information; or (d) required to be disclosed by law, provided the disclosing party is given prompt written notice and the disclosure is limited to the required scope.

Duration: Confidentiality obligations shall continue during the term of this Agreement and for a period of years thereafter, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

Representations; Compliance

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Service Provider represents that it will perform Services in compliance with all applicable laws and regulations.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against claims, losses or liabilities arising from the indemnifying party's willful misconduct or gross negligence in performance of this Agreement.

Limitation: Except for liability arising from breach of confidentiality or indemnification obligations, neither party shall be liable for consequential, special, incidental, or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the 12 months prior to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties submit 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; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Notices: Notices shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above or such other address as a party may designate by written notice.

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