Business Services Mytech

BUSINESS SERVICES AGREEMENT — MYTECH

This Business Services Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between:

Service Provider Name:

Client Name:

RECITALS

WHEREAS, Service Provider provides technology and business services, including but not limited to software development, systems integration, IT consulting and managed services; and

WHEREAS, Client desires to retain Service Provider to perform certain services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to such services as described below.

SCOPE OF WORK

The Service Provider shall provide the services described above (the "Services") in a professional and workmanlike manner in accordance with industry standards. Deliverables, milestones, acceptance criteria and any subcontracting arrangements shall be documented in writing and signed by both parties prior to commencement of the related task.

PAYMENT TERMS

Unless otherwise agreed in writing, invoices will be issued in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt.

Late Payment: Any undisputed amount not paid when due shall accrue interest at a rate of % per month (or the maximum permitted by law, if less) calculated daily from the date due until paid in full. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective termination date. Termination for Cause: Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, 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 includes, without limitation, business plans, technical data, trade secrets, software, source code, customers and pricing.

Obligation: The receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (i) was publicly known at the time of disclosure or becomes publicly known through no breach of this Agreement, (ii) was rightfully known by the receiving party prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use the Deliverables for Client's internal business purposes. Service Provider retains all right, title and interest in pre-existing materials, tools, methodologies, know-how and software used or developed in connection with the Services. To the extent Service Provider incorporates third-party software into Deliverables, such third-party components shall be subject to their respective license terms.

INDEMNIFICATION; LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement, subject to the indemnified party's prompt notice and reasonable cooperation in the defense.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

INSURANCE

Service Provider shall maintain at its expense commercial general liability insurance and professional liability/errors and omissions coverage customary for the industry in amounts sufficient to cover its obligations under this Agreement. Upon request, Service Provider shall provide certificates of insurance to Client.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute arising under this Agreement by negotiation. If negotiation fails, the parties shall submit the dispute to binding arbitration in the governing state, conducted by a single arbitrator in accordance with generally accepted arbitration procedures.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliated entity or in connection with a sale of substantially all assets or a merger. Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, joint venture or agency relationship.

Sign Now