Business Services RXUVUP

BUSINESS SERVICES RXUVUP

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

Parties and Contact Information

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain professional business services described in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, expertise, personnel and resources necessary to perform the services in a timely, competent and professional manner under the terms set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services to be provided.

1. Scope of Work

Service Provider shall perform the services and deliverables described below (collectively, the Services). The Services shall be performed in accordance with the timelines and milestones agreed by the parties and in a manner consistent with industry standards.

2. Payment Terms

In consideration for the full and timely performance of the Services, Client shall pay Service Provider the fees set forth below in accordance with the payment schedule. All fees are exclusive of taxes unless otherwise indicated.

All undisputed sums not paid when due shall accrue interest at the rate set forth above or the maximum rate permitted by law, whichever is less. Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, for past due amounts.

3. Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Either party may also terminate without cause upon the notice period specified above. Termination shall not relieve Client of its obligation to pay for Services performed prior to the effective date of termination.

4. Confidentiality

For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

The obligations in this Section do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law or valid legal process, provided it gives prompt notice to the disclosing party to permit a protective order or other remedy.

5. Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider grants to Client a nonexclusive, nontransferable license to use deliverables produced under this Agreement for Client's internal business purposes. Service Provider retains ownership of pre-existing materials, methodologies, know-how and tools. If the parties agree that ownership of specified deliverables shall transfer to Client upon full payment, those terms must be expressly documented in writing.

6. Warranties; Limitation of Liability; Indemnity

Service Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Client shall indemnify and hold harmless Service Provider from third-party claims arising from Client's use of deliverables in a manner not contemplated by this Agreement, except to the extent such claims arise from Service Provider's gross negligence or willful misconduct. Service Provider shall indemnify Client for third-party claims that the delivered work product, as delivered, infringes a third party's intellectual property rights, provided Service Provider is promptly notified and allowed to control the defense and settlement.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties agree that the state and federal courts located in that state shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

8. Miscellaneous

Entire Agreement: This Agreement, including any attachments or statements of work executed by the parties, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings and representations. Any amendment must be in writing and signed by authorized representatives of both parties.

Assignment; Subcontracting: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder. Service Provider may engage subcontractors provided Service Provider remains responsible for performance.

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, joint venture, agency or partnership relationship between the parties.

Acceptance

Deliverables shall be deemed accepted by Client upon Client's written acceptance or, if no written acceptance is provided, upon Client's use of the deliverable for its intended business purpose for a period of fourteen (14) days following delivery.

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