Business Services Samsung

BUSINESS SERVICES AGREEMENT — SAMSUNG

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

WHEREAS

WHEREAS, Client engages Service Provider to perform business services as described in this Agreement and Service Provider represents that it has the experience and personnel to perform such services in a professional manner consistent with industry standards;

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide services to Client and to allocate responsibilities, payment obligations and risk between the parties;

WHEREAS, the parties intend that the services performed under this Agreement will support Client's business operations in accordance with the Scope of Work and the terms set forth below.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the services described below (the "Services") in accordance with the standards of care and performance customary in the industry. Specific deliverables, milestones and acceptance criteria are set forth in the Scope of Work section below and form part of this Agreement.

2. PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the payment provisions set forth below. All payments are due in United States dollars unless otherwise agreed in writing.

3. TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective date of termination. Client shall pay for Services performed and reimbursable expenses incurred through the effective date of termination.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. 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. Confidential Information includes, without limitation, business plans, technical data, product roadmaps, pricing, customer lists, and any non-public financial information.

The receiving party agrees to: (a) maintain the confidentiality of the disclosing party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement.

Confidentiality obligations shall not apply to information that: (i) is or becomes public without breach by the receiving party; (ii) was known by the receiving party prior to disclosure without obligation of confidentiality; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or expiration of this Agreement, the receiving party shall promptly return or certify destruction of the disclosing party's Confidential Information, except as required to retain typical archival copies for compliance purposes.

5. INDEMNIFICATION AND INSURANCE

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct, breach of this Agreement, or infringement of third-party intellectual property rights to the extent caused by the indemnifying party's acts or omissions. The indemnified party shall provide prompt written notice of any claim and reasonably cooperate in the defense and settlement of such claim.

Service Provider shall maintain at its expense insurance coverage appropriate to the Services to be performed, including commercial general liability and professional liability insurance where applicable, with limits customary to the industry.

6. LIMITATION OF LIABILITY

Except for liability resulting from a party's gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for claims arising out of this Agreement shall not 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 the claim.

7. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or reputable overnight courier, or by confirmed electronic transmission to an authorized representative.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments and the Scope of Work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held to be 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 either party may assign to an affiliate or in connection with a sale of substantially all of its assets or equity.

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