Business Services Signed IO

Business Services Signed IO

Parties

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein and Service Provider represents that it has the experience and capability to perform such services under the terms of this Insert Order ("IO"); effective as of ; and

WHEREAS, the parties agree that this IO memorializes specific deliverables, fees and obligations supplementing any master agreement between the parties identified by IO Number ; and

WHEREAS, the parties intend that the terms of this IO govern the relationship with respect to the services described below and supersede any conflicting prior agreements for the same scope of work.

Scope of Work

Service Provider shall perform the services and deliver the deliverables described in this Scope of Work. The work shall include, without limitation, the tasks, milestones and acceptance criteria set out below.

Payment Terms

Client shall pay Service Provider the total amount of USD for the Scope of Work set forth herein, subject to the schedule and conditions below.

Service Provider will submit invoices in accordance with the payment schedule. Client shall remit payment within days of invoice receipt. Invoices shall itemize work performed, personnel rates where applicable, and reasonable expenses approved in advance.

Late payments shall incur a late fee of % per month on the unpaid balance, or the maximum amount allowed by law, whichever is less. In addition, Client shall reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

Term and Termination

This IO shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this IO for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed work and invoices for services performed through the effective date of termination. Client shall pay for all undisputed amounts due for work performed through the termination date.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") disclosed in connection with this IO. "Confidential Information" includes non-public business information, trade secrets, pricing, client lists, technical information, and other information reasonably understood to be confidential.

The Receiving Party's obligations shall not apply to information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was in the Receiving Party's possession prior to disclosure by the Disclosing Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to its employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and that injunctive relief may be appropriate in addition to other remedies.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, all work product created by Service Provider specifically for Client under this IO and fully paid for by Client will be deemed "Deliverables" and ownership will transfer to Client upon full payment. Service Provider retains ownership of its pre-existing materials, tools, methodologies and general skills, and grants Client a non-exclusive license to any pre-existing materials included in the Deliverables to the extent necessary to use the Deliverables for their intended purpose.

Warranties; Limitation of Liability

Service Provider warrants that it will perform services in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS SET FORTH IN THIS PARAGRAPH, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF SERVICE PROVIDER ARISING FROM OR RELATED TO THIS IO SHALL NOT EXCEED THE TOTAL AMOUNTS PAID TO SERVICE PROVIDER UNDER THIS IO DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

This IO shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of this IO.

Entire Agreement

This IO, together with any exhibits and the controlling master services agreement between the parties (if any), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment to this IO must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this IO must be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing. Delivery may be made by personal delivery, certified mail, or recognized overnight courier, and notices are effective upon receipt.

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