Business Services SPW

BUSINESS SERVICES SPW

Parties and Effective Date

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

Whereas

WHEREAS, Client engages Service Provider to perform professional business services described herein, and Service Provider has the skill, experience and capacity to provide such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be provided, including scope, compensation, confidentiality, and termination;

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

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. All services shall be provided in accordance with the timelines and deliverables set forth in this Agreement.

Payment Terms

In consideration for the services provided, Client shall pay Service Provider as follows. All payments are due in United States dollars unless otherwise agreed in writing.

Term and Termination

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 written notice to the other party no fewer than days prior to the proposed termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure within 15 days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether orally or in writing, 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. Confidential Information includes, without limitation, business plans, pricing, client lists, technical data, and trade secrets.

The Receiving Party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as this Agreement; and (c) take reasonable measures to prevent unauthorized disclosure. Confidential Information does not include information that: (i) is or becomes publicly known through no fault of the Receiving Party; (ii) is lawfully received from a third party without restriction; or (iii) is independently developed without reference to the Disclosing Party's Confidential Information.

Upon termination or request, the Receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing if requested.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to all deliverables and work product created specifically for Client under this Agreement (collectively, "Work Product"). Service Provider retains ownership of general skills, know-how, and pre-existing materials; Service Provider grants Client a nonexclusive, perpetual license to any pre-existing materials embedded in the Work Product to the extent necessary to use the Work Product for its intended purpose.

Indemnification and Limitation of Liability

Each party shall indemnify the other for third-party claims arising from its gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from willful misconduct or indemnification obligations, neither party's aggregate liability for claims arising out of this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement in the 12 months preceding the claim. In no event shall either party be liable for consequential, incidental or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Entire Agreement and Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, proposals and communications, whether written or oral. No amendment or modification is effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

Representations

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any other agreement to which it is a party.

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