Business Services Primary Agreement

BUSINESS SERVICES PRIMARY AGREEMENT

Effective Date:

Client Name:    Service Provider Name:

RECITALS

WHEREAS, Client desires to retain Service Provider to perform business services described herein and Service Provider has the expertise, personnel and resources to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, compensation, term and other material terms governing their relationship in writing to avoid misunderstanding and to allocate risks; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider shall provide the services, deliverables and related work described below. The parties may attach schedules or statements of work that further describe tasks, milestones, and acceptance criteria; such attachments are incorporated into this Agreement when signed by both parties.

PAYMENT TERMS

Compensation for the services described in this Agreement shall be as follows. Client shall pay Service Provider the amounts set forth below in accordance with the invoice and payment schedule. All amounts are stated in U.S. Dollars unless otherwise indicated.

Service Provider shall submit invoices to Client. Payment is due within days of receipt of an accurate invoice. Late payments shall accrue interest as set forth below.

Unpaid amounts shall incur interest at a rate of per month (or the maximum lawful rate, if lower) plus reasonable collection costs. A grace period of days applies before interest accrues.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date or until terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days following written notice. Additionally, this Agreement may be terminated without cause by either party upon days' prior written notice to the other party.

Upon termination, Client shall pay Service Provider for all services performed and reasonable out-of-pocket expenses incurred through the termination date, subject to any set-offs permitted by law.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other 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. Each receiving party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (i) is or becomes generally known to the public through no act or omission of the receiving party; (ii) was in the receiving party's lawful possession prior to disclosure; (iii) was lawfully disclosed to the receiving party by a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and general know-how used in performing the services. Subject to full payment of all amounts due, Service Provider assigns to Client all right, title and interest in deliverables that are specifically commissioned and listed in the Scope of Work, to the extent such assignment is permitted by applicable law. Service Provider may retain copies of deliverables for archival and compliance purposes.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, FRAUD, BREACH OF CONFIDENTIALITY OR VIOLATIONS OF LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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 conflict of laws principles. The parties shall attempt to resolve disputes in good faith through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration under commercially reasonable arbitration rules, conducted in the county of the governing state unless the parties agree otherwise in writing.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous understandings, agreements, proposals and communications, oral and written. Any amendment or modification must be in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization. The relationship of the parties is that of independent contractors; nothing herein creates a partnership, joint venture or employment relationship.

Each party represents and warrants that it has full power and authority to enter into this Agreement, that its performance will not violate any other agreement to which it is a party, and that the individual signing below is authorized to bind the party for which they sign.

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