Business Services Skyview

BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES SKYVIEW

This Business Services Agreement ("Agreement") is entered into as of by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, operational support, and project management; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider is willing to perform such services under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Will Client reimburse pre-approved expenses incurred by Service Provider?:    If yes, detail reimbursement terms:

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

The obligations of confidentiality shall continue for years following termination or expiration of this Agreement, except with respect to any trade secret information which shall remain protected for so long as such information qualifies as a trade secret under applicable law.

INTELLECTUAL PROPERTY & DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement solely for Client's internal business purposes. Service Provider retains ownership of its methodologies, tools, templates and any pre-existing intellectual property. Any custom-developed work product delivered to Client under this Agreement shall be work made for hire to the extent permitted by law; to the extent it is not work made for hire, Service Provider hereby assigns to Client all right, title and interest in such custom deliverables upon full payment of all amounts due.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Each party shall indemnify and hold harmless the other party from third-party claims arising out of its negligent or willful acts or omissions in connection with its performance under this Agreement.

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 consent to the exclusive jurisdiction of the state and federal courts located in that state for resolution of 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, understandings, negotiations and discussions, whether written or oral. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets related to this Agreement.

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