Business Services Sela

BUSINESS SERVICES SELA

This Business Services Agreement (the Agreement) is entered into as of between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein, and Service Provider has the experience and capacity to provide such services in accordance with the terms of this Agreement; and

WHEREAS, Service Provider agrees to provide services to Client pursuant to the scope, standards and compensation terms set forth below; and

WHEREAS, the parties intend that this Agreement memorialize their entire agreement with respect to the services and supersede any prior discussions or proposals.

SCOPE OF WORK

Service Provider will perform the services described below (the Services). Services to be performed shall include, without limitation, the tasks, deliverables, milestones and acceptance criteria set forth in the field below. Service Provider shall use commercially reasonable efforts, in a professional manner and consistent with industry standards, to perform the Services.

PAYMENT TERMS

Client shall pay Service Provider in accordance with the following payment terms:

All payments are due in full in cleared funds in the currency set forth above. Client shall be responsible for any taxes, duties or other governmental charges arising from payments under this Agreement, except taxes based upon Service Provider's net income. Service Provider shall provide invoices describing the Services performed and amounts due.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least prior to the effective termination date. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice of such breach.

Upon termination, Client shall pay Service Provider for all Services performed through the effective date of termination and for any non-cancellable commitments reasonably incurred by Service Provider in performing the Services.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in any form that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. The receiving party shall (a) use Confidential Information solely for the performance of this Agreement, (b) restrict disclosure to those employees, agents or subcontractors with a need to know who are bound by confidentiality obligations no less protective than this Agreement, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential obligations shall survive termination of this Agreement for a period of from the date of termination, except with respect to trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY; DATA

Unless otherwise agreed in writing, Service Provider retains ownership of its preexisting intellectual property and methodologies. Subject to Client's payment in full, Service Provider grants Client a nonexclusive, nontransferable license to use deliverables for Client's internal business purposes. To the extent Service Provider incorporates third-party software or components, Client's use may be subject to additional third-party license terms.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from claims arising out of its gross negligence or willful misconduct in performance of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, AND AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with all exhibits and written statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties.

NOTICES

Notices required or permitted by this Agreement shall be in writing and given to the addresses listed above or such other address as either party may designate in writing, and shall be deemed given upon personal delivery, confirmed electronic mail, or three (3) days after deposit with a nationally recognized overnight carrier.

AUTHORITY

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing on behalf of each party is duly authorized to bind that party.

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