Business Services Shadow Soft

BUSINESS SERVICES AGREEMENT — SHADOW SOFT

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

Client Name:

Service Provider Name:

RECITALS

WHEREAS, the Client desires to obtain certain business, software, and support services in accordance with the terms set forth herein; and

WHEREAS, the Service Provider represents that it has the necessary expertise, personnel, and resources to perform the services described in this Agreement and is willing to provide such services to the Client on the terms set forth herein; and

WHEREAS, the parties desire to set forth their entire agreement in writing as to the provision of services, compensation, and related obligations.

SCOPE OF WORK

The Service Provider shall perform the services and deliverables described below. The parties agree that the Service Provider's obligations shall be limited to the tasks specifically described in the Scope of Work, unless otherwise agreed in writing.

Milestones and acceptance criteria for each deliverable will be set forth within the Scope of Work. Acceptance testing shall be conducted within the period specified in the Scope of Work, during which the Client may reject deliverables that do not materially conform to the agreed specifications.

PAYMENT TERMS

All invoices are due in accordance with the Payment Schedule. Unpaid amounts shall accrue interest as specified in the Late Payment Fee field and the Service Provider may suspend performance if amounts remain unpaid beyond thirty (30) days following delivery of an undisputed invoice. The Client shall reimburse reasonable costs of collection, including attorneys' fees, for overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered at least the number of days indicated above. 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. Termination shall not relieve the Client of its obligation to pay for services performed or expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is marked confidential or that a reasonable person would consider confidential given its nature and the circumstances of disclosure. Each party shall: (i) hold confidential information in strict confidence; (ii) use such information solely to perform obligations under this Agreement; and (iii) limit disclosure to employees, contractors, or agents with a need to know who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (a) is or becomes public other than by breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party is given prompt notice and, to the extent permitted by law, an opportunity to seek protective measures.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, the Service Provider retains ownership of all preexisting tools, software, methodologies, and materials developed prior to or outside the scope of this Agreement ("Preexisting IP"). The Client shall receive a non-exclusive, non-transferable license to use deliverables for its internal business purposes upon full payment. All new intellectual property created specifically for the Client in the performance of this Agreement shall be owned by the Client upon payment, subject to the Service Provider's license to use aggregated, anonymized, or discrete technical components that do not disclose the Client's Confidential Information.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

The Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE LIMITED WARRANTY PROVIDED HEREIN, THE SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Each party shall indemnify, defend, and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. In no event shall either party be liable to the other 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 fees paid by the Client to the Service Provider under this Agreement in the twelve (12) months preceding the claim.

COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, regulations, and industry standards in performing its obligations under this Agreement, including data protection and export control laws applicable to the services and deliverables.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties below. The parties submit to the exclusive jurisdiction of the courts in that jurisdiction for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attached Statements of Work and amendments executed in writing by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

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