Business Services SmartNet

BUSINESS SERVICES SMARTNET AGREEMENT

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

RECITALS

WHEREAS, Client requires specialized business services and networked operational support described herein to support its commercial operations; and

WHEREAS, Service Provider represents that it has the personnel, systems, and expertise to perform Business Services SmartNet described in this Agreement and desires to provide such services under the terms and conditions set forth below; and

WHEREAS, the parties intend that the services described herein shall be performed in accordance with the Scope of Work and Payment Terms set forth below.

SCOPE OF WORK

Service Provider shall perform the Business Services SmartNet scope of work including but not limited to systems monitoring, managed network services, scheduled maintenance, incident response, periodic reporting, and agreed project deliverables. Specific tasks, deliverables, milestones, and acceptance criteria are described below and in any appended schedules agreed by the parties.

PAYMENT TERMS

Client shall pay Service Provider compensation in accordance with the following terms. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be rendered in accordance with the schedule above and are due within days of receipt unless otherwise agreed in writing. Acceptable payment methods: .

Late payments shall accrue a late fee equal to per month on the overdue balance, or a flat fee of , whichever is greater, together with the reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and remain in effect until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for any reason upon written notice to the other party given at least days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice specifying the breach.

Upon termination, Service Provider shall deliver to Client all work product completed as of the termination date and shall invoice Client for services performed through the termination date. Client shall pay all undisputed amounts within the invoice due period defined above.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, which is designated as confidential or which a reasonable person would understand to be confidential. Each receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely for the performance of obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidentiality obligations shall continue for a period of following termination or expiration of this Agreement. Confidential Information does not include information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) was independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice and assists in any lawful effort to limit disclosure.

INTELLECTUAL PROPERTY AND DATA

Except as expressly set forth in a written statement of work, all intellectual property developed solely by Service Provider in the provision of the services (Service Provider IP) shall remain the property of Service Provider. Client is granted a non-exclusive, non-transferable license to use Service Provider IP solely for Client's internal business purposes in connection with the delivered services. Client retains ownership of its pre-existing data and any data provided to Service Provider. Service Provider shall use reasonable administrative, technical and physical safeguards to protect Client data consistent with industry practice.

LIMITATION OF LIABILITY

Except for gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, special, consequential or punitive damages, including loss of profits, business interruption, or loss of business information, even if advised of the possibility of such damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement in the twelve (12) 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 jurisdiction of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, together with any attachments or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof 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.

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 in writing, and shall be deemed given when delivered personally, by commercial overnight carrier, or three (3) days after deposit in the mail with postage prepaid.

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