Business Services Pebble Tech

Business Services Agreement — Pebble Tech

This Business Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

Service Provider and Client may each be referred to herein as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing technology and business services, including but not limited to software development, systems integration, and advisory services; and

WHEREAS, Client desires to retain Service Provider to perform certain services described herein, and Service Provider is willing to perform such services under the terms and conditions set forth in this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Invoices shall be due within days of receipt. Late payments shall accrue interest at per month, compounded monthly, after a grace period of days.

Reimbursable expenses must be pre-approved in writing by Client. When pre-approved, Service Provider shall submit itemized expense documentation with each invoice.

TERM AND TERMINATION

Term Start: . Term End: .

Either Party may terminate this Agreement for material breach by the other Party that remains uncured thirty (30) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one Party to the other, 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 excludes information that (a) is or becomes publicly available other than through a breach of this Agreement, (b) is known to the receiving Party prior to disclosure, (c) is independently developed by the receiving Party, or (d) is rightfully obtained from a third party without restriction.

The receiving Party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information only for the performance of this Agreement; and (iii) not disclose Confidential Information to third parties except to its employees, contractors and advisors with a need to know who are bound by confidentiality obligations no less protective than those contained herein. The obligations of confidentiality shall survive termination of this Agreement for years.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and tools. Client shall own deliverables specifically and exclusively created for Client under this Agreement upon full payment of fees due for such deliverables. Service Provider grants Client a non-exclusive, non-transferable license to use Service Provider's background technology to the extent embedded in the deliverables for Client's internal business purposes.

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 law principles. The Parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If the Parties are unable to resolve the dispute within thirty (30) days, either Party may pursue any available legal or equitable remedy in the courts of the governing state.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments 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 or modification of this Agreement shall be effective unless in writing and signed by both Parties.

NOTICES

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