Business Services Pics.io

BUSINESS SERVICES AGREEMENT — PICS.IO

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at and Service Provider Name: with principal place of business at .

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform digital media management, curation, and related business services described herein, and Service Provider has the expertise, personnel and resources necessary to perform such services under the terms established in this Agreement.

WHEREAS, the parties intend that deliverables created by Service Provider for Client be provided in consideration of the fees, schedule and licensing terms set forth below and that each party's confidential information be protected in accordance with this Agreement.

WHEREAS, the parties wish to reduce their agreement to writing and define their respective rights and obligations with respect to the services and deliverables provided by Service Provider to Client.

Scope of Work

Service Provider shall perform the services and produce the deliverables described below in accordance with the schedule and specifications agreed by the parties.

Payment Terms

Client shall pay Service Provider the fees and reimbursements set forth below in consideration for the services and deliverables. All fees are exclusive of applicable taxes unless otherwise stated.

Term and Termination

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 material breach by the other party that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party 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"). Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, is independently developed, or is required to be disclosed by law.

Intellectual Property and Deliverables

Subject to full payment of all fees due under this Agreement, Service Provider hereby assigns to Client all right, title and interest in and to the final deliverables specifically created for Client under this Agreement. Notwithstanding the foregoing, Service Provider retains ownership of its preexisting materials, software, tools, methodologies and general know-how used in connection with providing the services. To the extent any preexisting materials are incorporated into a deliverable, Service Provider grants Client a non-exclusive, worldwide, perpetual license to use those portions solely as part of the deliverable.

Independent Contractor; Indemnification; Limitation of Liability

Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employment, joint venture, partnership or agency relationship between the parties. Service Provider is responsible for all taxes and insurance applicable to its personnel.

Each party shall indemnify and hold harmless the other party from and against third party claims arising from the indemnifying party's breach of this Agreement or the indemnifying party's negligence or willful misconduct, subject to the indemnified party's compliance with any claim notice and mitigation obligations contained herein.

EXCEPT FOR WILLFUL MISCONDUCT OR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR INFRINGEMENT OF INTELLECTUAL PROPERTY, NEITHER PARTY'S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by notice).

Entire Agreement

This Agreement, together with all exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

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