Business Services Resulticks

BUSINESS SERVICES RESULTICKS

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing digital marketing, analytics, and customer engagement services and possesses the necessary personnel, expertise and resources to provide such services; and

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

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

1. Scope of Work

Service Provider will perform the services and deliverables described below. Deliverables shall meet the acceptance criteria set forth in this Agreement or in an attached Statement of Work mutually agreed in writing.

2. Payment Terms

Client shall pay Service Provider for services in accordance with the rates and schedule set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, beginning on the day after the payment due date until paid in full.

3. Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Section, continues until the End Date. Start Date: End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective termination date.

Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means any business, technical or financial information disclosed by one party ("Disclosing Party") to the other party ("Receiving 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.

The Receiving Party shall: (a) hold Confidential Information in strict confidence and use it solely to perform its obligations under this Agreement; (b) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) take reasonable measures to prevent unauthorized disclosure. The obligations in this Section do not apply to information that is publicly known through no fault of the Receiving Party, independently developed without use of the Confidential Information, or rightfully received from a third party without restriction.

5. Intellectual Property and License

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in and to its pre-existing materials, methodologies, code, software, algorithms and tools. Client is granted a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes upon full payment. Any third-party software or open source components used in deliverables shall be identified and governed by their respective licenses.

6. Warranties; Limitation of 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 and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICE PROVIDER MAKES NO 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 FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below without regard to its conflicts of law principles.

8. Entire Agreement

This Agreement, together with any schedules or Statements of Work executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous proposals, negotiations, representations and agreements, whether written or oral. Any modification to this Agreement must be in writing and signed by both parties.

9. Notices

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

10. 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 Service Provider may assign to an affiliate or in connection with a sale of all or substantially all of its assets.

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