Business Services SCEA

BUSINESS SERVICES SCEA

This Business Services Standard Contractual Engagement Agreement ("Agreement") is entered into effective as of by and between:

Individual Corporation Limited Liability Company Partnership Other:

Individual Corporation Limited Liability Company Partnership Other:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform business services as set forth herein; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services on the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows:

SCOPE OF WORK

Service Provider shall provide the services described below. Services shall be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider as follows.

Service Provider shall submit invoices in accordance with the schedule above. Client shall pay undisputed invoices within days of receipt. All payments shall be made in lawful funds. Client is responsible for any taxes assessed on payments, except taxes imposed on Service Provider's net income.

TERM AND TERMINATION

This Agreement commences on and will continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice of breach.

Upon termination, Client shall pay Service Provider for all Services performed and reasonable expenses incurred through the effective date of termination. Service Provider shall promptly deliver to Client all work product, materials and invoices due.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of Confidential Information.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to affiliates, employees, contractors or advisors who need to know and are bound by confidentiality obligations no less protective than those herein.

Upon termination or upon written request, the receiving party shall return or destroy all Confidential Information and certify in writing to the disclosing party that it has done so. The obligations of confidentiality survive termination for a period of three (3) years, except for trade secrets which shall survive as long as they remain trade secrets.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its representations and warranties under this Agreement.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement and that its execution and performance will not violate any agreement or obligation to any third party.

GOVERNING LAW

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

NOTICES

All notices must be in writing and delivered to the addresses set forth below (or to such other address as a party designates by notice). Notices are effective upon receipt.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments executed 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, negotiations, and communications, whether oral or written. No amendment or modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision that most closely accomplishes the original intent. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets.

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