Business Services Schedule

Business Services Schedule

This Business Services Schedule (the "Schedule") is entered into pursuant to the Master Services Agreement dated between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client and Service Provider are parties to the Master Services Agreement, and the parties desire to set forth specific services, fees and terms applicable to the services described in this Schedule; and

WHEREAS, Service Provider represents that it has the capability and experience to perform the services described in this Schedule and agrees to perform such services in accordance with the terms of the Master Services Agreement and this Schedule; and

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 deliver the deliverables described below. The Scope of Work shall include all tasks, deliverables, timelines and acceptance criteria necessary for completion.

2. PAYMENT TERMS

Compensation for the services described in this Schedule shall be as follows. All fees are exclusive of taxes unless otherwise stated. Client shall pay Service Provider in accordance with the schedule set forth below.

Fixed fee Time and materials Milestone-based

Late payments shall accrue interest at % per month or the maximum rate permitted by law, whichever is less. In addition, Service Provider may suspend services for overdue invoices upon seven (7) days' written notice.

3. EXPENSES AND REIMBURSEMENT

Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with performance of the services. Reimbursable expenses must be invoiced with receipts and in accordance with Client's expense approval process.

4. CHANGE ORDERS

Any change to the Scope of Work or fees will be effected only by a written change order signed by authorized representatives of both parties. Change orders shall specify adjustments to scope, schedule and compensation.

5. TERM AND TERMINATION

This Schedule shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Schedule for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach; provided that payment obligations for services performed prior to termination shall survive.

6. CONFIDENTIALITY

Each party shall treat as confidential all information disclosed by the other party that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is publicly available through no breach of this Schedule, already known to the receiving party prior to disclosure, or independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Schedule; (b) restrict disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses for its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall survive termination of this Schedule for following termination, except with respect to trade secrets for which confidentiality obligations shall continue for as long as such information remains a trade secret under applicable law.

7. INTELLECTUAL PROPERTY

Unless otherwise set forth in writing, Service Provider shall retain ownership of its pre-existing intellectual property and methodologies. Deliverables created specifically for Client under this Schedule shall be owned by Client upon full payment, subject to Service Provider's rights to reuse general skills, techniques and know-how. Any license granted is non-exclusive, worldwide and royalty-free only to the extent expressly stated.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, each party's aggregate liability under this Schedule shall not exceed the total fees paid by Client to Service Provider under this Schedule during the twelve (12) month period preceding the event giving rise to liability. Client shall indemnify and hold harmless Service Provider from third-party claims arising from Client-provided materials or Client's misuse of deliverables; Service Provider shall indemnify Client for claims alleging that deliverables, as delivered and used in accordance with this Schedule, infringe a third party's intellectual property.

9. GOVERNING LAW

This Schedule shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under this Schedule.

10. ENTIRE AGREEMENT

This Schedule, together with the Master Services Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. In the event of any conflict between this Schedule and the Master Services Agreement, the terms of this Schedule shall control to the extent expressly stated herein.

No amendment to this Schedule shall be effective unless in writing and signed by authorized representatives of both parties.

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