Business Services Smartskin Document

BUSINESS SERVICES SMARTSKIN DOCUMENT

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

WHEREAS

WHEREAS, Client requires certain professional business services and technical deliverables related to Smartskin services and technologies, including but not limited to advisory, implementation, configuration, and ongoing support as described in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services described herein in a competent and professional manner and will perform such services in accordance with applicable industry standards and the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described below and deliver the related deliverables in accordance with the schedule and performance standards set forth in this Agreement.

PAYMENT TERMS

Client shall pay Service Provider for the services and deliverables performed under this Agreement as follows:

Invoices shall be submitted in writing by Service Provider and are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach remains uncured for 30 days after written notice of the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (i) hold the other party's Confidential Information in strict confidence, (ii) not disclose such Confidential Information to any third parties except as expressly permitted, and (iii) use such Confidential Information only to perform its obligations under this Agreement.

The obligations of confidentiality do not apply to information that is (a) already known to the receiving party without restriction at the time of disclosure, (b) becomes publicly available through no fault of the receiving party, (c) is rightfully received from a third party without restriction, or (d) is independently developed by the receiving party without reference to the disclosing party's Confidential Information. Upon termination or expiration of this Agreement, each party shall return or destroy the other party's Confidential Information, subject to any retention required by law or internal recordkeeping policies.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages, including lost profits. Service Provider's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located within that state, and each party consents to the exclusive jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether oral or written. No modification of this Agreement will be effective unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture, or agency relationship between the parties.

Representation of Authority: Each party warrants that the individual signing below is authorized to bind the party to the terms of this Agreement.

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