Business Services Nextmv

BUSINESS SERVICES AGREEMENT — NEXTMV

Parties

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing software-enabled business services, analytics, optimization, and related consulting (Services);

WHEREAS, Client desires to engage Service Provider to perform the Services described in this Agreement and Service Provider is willing to perform such Services on the terms and conditions set forth herein; and

WHEREAS, the parties intend that the terms of their engagement be set forth in this Agreement and that this Agreement govern their respective rights and obligations.

Scope of Work

Service Provider shall perform the Services as described below and any Statement of Work, specifications, milestones, or deliverables agreed in writing and signed by both parties. Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration of the Services, Client shall pay Service Provider as follows:

All payments are exclusive of taxes, and Client shall be responsible for any sales, use, value-added, or other taxes arising from the Services, except taxes based on Service Provider's net income.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the proposed termination date. Either party may terminate for material breach by the other party if the breach remains uncured after thirty (30) days' written notice specifying the nature of the breach.

Upon termination, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination and for any non-cancellable commitments made by Service Provider in connection with the Services.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party in any form that is designated as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, pricing, customer lists, data, algorithms, models, technical designs, and trade secrets.

The receiving party shall (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely for the performance of its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, and professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information shall not include information that (i) is or becomes publicly available other than by breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law or by a valid order of a court or governmental body, provided the receiving party gives the disclosing party prompt written notice and cooperates in seeking protective relief.

The obligations under this section shall survive termination or expiration of this Agreement for a period of three (3) years, or with respect to trade secrets, for so long as such information remains a trade secret under applicable law.

Intellectual Property

Unless otherwise agreed in a written Statement of Work, Service Provider shall retain all right, title and interest in and to any pre-existing materials, software, tools, methodologies, algorithms, and know-how used or developed by Service Provider in providing the Services ("Provider Materials"). Client is granted a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes, subject to timely payment of all fees. Ownership of Client data remains with Client.

Liability; Indemnification

Each party's liability for direct damages arising out of or relating to this Agreement shall be limited to the amounts actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, punitive, or special damages. Client shall indemnify and hold Service Provider harmless from claims arising out of Client's use of deliverables, Client data, or Client's breach of this Agreement.

Governing Law; Dispute Resolution

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. The parties shall attempt in good faith to resolve any dispute arising out of this Agreement through negotiation. If the dispute cannot be resolved by negotiation within sixty (60) days, either party may seek relief in the courts located in the chosen state.

Entire Agreement; Amendments

This Agreement, together with any Statements of Work and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

The relationship of the parties is that of independent contractors. Neither party has the authority to bind the other except as expressly set forth in this Agreement. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor in connection with a merger or sale of substantially all of its assets.

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