Business Services Payne

BUSINESS SERVICES PAYNE - GENERAL BUSINESS AGREEMENT

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

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business services as described in this Agreement, and Service Provider represents that it has the skill, experience and professional qualifications to perform such services; and

WHEREAS, the parties intend by this Agreement to set forth the terms and conditions under which Service Provider will perform services for Client, including scope, compensation, confidentiality, and termination provisions.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in a professional and timely manner in accordance with the standards of the industry. Specific tasks, deliverables, and milestones shall be as follows:

2. PAYMENT TERMS

Client shall pay Service Provider the compensation described below in consideration for the Services. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices submitted by Service Provider shall be due and payable within days of receipt unless otherwise agreed in writing. Client shall pay undisputed amounts when due; disputed amounts shall be resolved in good faith.

Accepted payment methods (select all applicable):

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice.

Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and accepted through the date of termination.

4. CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other in any form that is designated as confidential or that, by its nature, ought reasonably to be treated as confidential. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order, in which case the receiving party shall give prompt notice so the disclosing party may seek protective treatment.

The receiving party shall hold Confidential Information in confidence, restrict disclosure to employees and contractors with a need to know, and shall not use the Confidential Information except to perform its obligations under this Agreement. The receiving party shall exercise reasonable care to protect Confidential Information, but in no event less than the care it uses to protect its own confidential information of a similar nature.

5. INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, perpetual license to use Deliverables created specifically for Client under this Agreement, subject to Client's payment of all fees due. Service Provider shall retain ownership of its pre-existing tools, methodologies, and general know-how. If either party incorporates the other's Confidential Information into any deliverable, ownership and license rights shall be addressed in a signed written amendment.

6. REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising from its breach of this Agreement, its gross negligence, or willful misconduct.

8. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered to the other party at the address set forth above or to such other address as the receiving party designates in writing.

9. GOVERNING LAW

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.

10. ENTIRE AGREEMENT

This Agreement, including any attachments or statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all assets.

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