Business Services Progressive Apps

Business Services Agreement — Progressive Apps

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

Recitals

WHEREAS, Service Provider is engaged in the business of designing, developing, and delivering progressive mobile and web applications and related business services; and

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

WHEREAS, the parties intend that the services be provided on a project basis as described in the Scope of Work and under the Payment Terms set forth below.

Scope of Work

Service Provider shall perform the services described below in a professional and timely manner. The scope may include design, development, testing, deployment, and limited post-deployment support as agreed in writing.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees set forth below. All payments are due in US dollars unless otherwise agreed in writing.

Invoices shall be submitted by Service Provider and are payable within days of receipt unless otherwise stated. Payments not received within the stated payment term shall incur a late fee as set forth below.

Term and Termination

The Agreement commences on the Start Date and continues until completion of the Services or until the End Date, unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation and fails to cure such breach within days after receipt of written notice specifying the breach. Either party may also terminate without cause upon days' prior written notice to the other party, subject to payment for Services performed through the effective date of termination.

Confidentiality

Each party acknowledges that it may receive confidential and proprietary information ("Confidential Information") of the other party. Confidential Information includes nonpublic business information, technical data, trade secrets, software code, specifications, customer lists, pricing, and any other information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to hold Confidential Information of the other party in strict confidence, to use it only for performance of this Agreement, and to prevent unauthorized disclosure using at least the same degree of care that it uses to protect its own confidential information, but no less than reasonable care.

Intellectual Property

Unless otherwise agreed in writing, Service Provider grants to Client a nonexclusive, nontransferable license to use deliverables for Client's internal business purposes. Service Provider retains ownership of pre-existing tools, frameworks, libraries, and know-how. Any work specifically designated as a work-for-hire or transferred by separate written assignment shall be governed by the parties' written 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 principles of conflict of laws. The parties shall attempt in good faith to resolve disputes amicably prior to initiating litigation. If litigation is necessary, the state and federal courts located in the designated state shall have exclusive jurisdiction.

Representations; Warranties; Liability

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that Services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Entire Agreement

This Agreement, including all attachments and any statements of work signed 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 waiver is effective unless in writing and signed by both parties.

The parties have executed this Agreement as of the Effective Date set forth above.

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