Business Services SFV

BUSINESS SERVICES SFV

This Business Services Agreement (the "Agreement") is entered into as of Start Date: by and between:

RECITALS

WHEREAS, Client desires to engage Provider to perform certain business services described herein and Provider represents that it has the expertise and capacity to perform such services under the terms set forth in this Agreement; and

WHEREAS, Provider is willing to provide services to Client on the terms and conditions set forth in this Agreement in exchange for the compensation described below; and

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

SCOPE OF WORK

Provider shall perform the services described below and any ancillary tasks reasonably necessary to accomplish the stated objectives. Provider will perform services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

In consideration for the services rendered by Provider, Client shall pay Provider the fees and expenses set forth in this section. Unless otherwise agreed in writing, fees are non-refundable.

Late payments shall accrue interest and fees as set forth below.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) whether disclosed orally or in writing that is designated as confidential or that reasonably should be understood to be confidential. Receiving Party will: (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as expressly permitted in this Agreement, and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) is rightfully obtained by Receiving Party from a third party without restriction; or (iii) is independently developed by Receiving Party without use of Confidential Information. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains all right, title and interest in any pre-existing intellectual property and any methodologies, processes, templates or tools used by Provider in providing the services ("Provider Materials"). Client shall own deliverables specifically created for Client pursuant to this Agreement upon full payment of all amounts due; provided, however, that Provider grants Client a perpetual, non-exclusive, non-transferable license to use Provider Materials to the extent embedded in deliverables. Each party grants the other a limited, revocable license to use its trademarks and logos solely for identification in communications relating to this Agreement.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of a party's gross negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY TO CLIENT FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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 submit to the exclusive jurisdiction of the state and federal courts located in the selected state for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The parties are independent contractors. Nothing herein shall create a partnership, joint venture, employment relationship or agency between the parties. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given upon personal delivery, three (3) business days after deposit in the United States mail, or upon confirmed electronic delivery.

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