Business Services MSS Software

BUSINESS SERVICES AGREEMENT — MSS SOFTWARE

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

RECITALS

WHEREAS, Service Provider develops, licenses and supports managed security services and associated MSS software platforms and tools (Software) and provides professional services related thereto; and

WHEREAS, Client desires to engage Service Provider to deliver the Software, managed security services and related business services described in this Agreement, and Service Provider is willing to provide such services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

SCOPE OF WORK

Service Provider will provide the following services and deliverables to Client in connection with the MSS Software and managed security services:

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services and license rights granted under this Agreement.

All fees are exclusive of taxes. Client is responsible for all sales, use, value-added and other taxes arising from payments under this Agreement, except taxes based on Service Provider's net income.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, continues until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In addition, either party may terminate immediately for material breach by the other party if such breach remains uncured for thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve Client of the obligation to pay fees accrued through the effective date of termination, including fees for accepted work and non-cancellable third-party charges.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether disclosed orally, visually or in writing, 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, including technical information, software, business plans, customer data and pricing.

Recipient shall (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) 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 (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement by Recipient; (ii) is rightfully received by Recipient from a third party without restriction and without breach of a confidentiality obligation; (iii) is independently developed by Recipient without use of Discloser's Confidential Information; or (iv) is required to be disclosed by law, provided Recipient gives Discloser prompt written notice and reasonably cooperates with Discloser in any effort to limit or protect such disclosure.

The obligations of confidentiality will survive termination of this Agreement for a period of three (3) years, except that trade secrets and personally identifiable information shall be protected for as long as applicable law requires or as long as such information remains a trade secret.

INTELLECTUAL PROPERTY

Service Provider retains all right, title and interest in and to the Software, underlying technology, documentation and any derivative works (Service Provider IP). Subject to timely payment of fees and compliance with this Agreement, Service Provider grants Client a limited, non-exclusive, non-transferable license to use the Software solely for Client's internal business operations during the Term. Client shall not copy, modify, decompile, reverse engineer, distribute or create derivative works of the Software except as expressly authorized in writing.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or infringement of intellectual property, in no event shall either party be liable for consequential, incidental, special or punitive damages. The parties' aggregate liability for any claim arising out of or related to this Agreement shall not exceed the total amounts paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous proposals, negotiations and communications, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets. Notices required under this Agreement shall be in writing and delivered to the contact details provided by the parties.

CONTACTS FOR NOTICES

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