Business Services STLA

BUSINESS SERVICES STLA

Parties and Effective Date

Effective Date: . This Business Services STLA (the "Agreement") is entered into between the Service Provider and the Client on the Effective Date set forth above.

Recitals

WHEREAS, the Service Provider is in the business of providing business services, consulting, and related deliverables and possesses the expertise, personnel, and resources to perform the services described herein; and

WHEREAS, the Client desires to engage the Service Provider to perform such services on the terms and conditions set forth in this Agreement, and the Service Provider is willing to perform those services pursuant to those terms; and

WHEREAS, the parties intend for this Agreement to set forth the full understanding of the parties with respect to the services to be performed and the allocation of risk between them.

Scope of Work

The Service Provider shall perform the services and deliverables described below. The description below constitutes the primary scope; any modifications or additional services shall require prior written agreement and may be subject to additional fees.

Payment Terms

The Client shall pay the Service Provider for the services performed in accordance with the terms below. All fees are exclusive of taxes unless otherwise specified.

All undisputed amounts not paid when due shall accrue interest at the rate set forth above or, if none is specified, at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Expenses and Taxes

Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in performing the services upon presentation of supporting receipts. Unless otherwise agreed, Client is responsible for all taxes (other than taxes on Service Provider's net income) arising from payments under this Agreement.

Term and Termination

This Agreement shall commence on the Effective Date and continue until the completion of the Scope of Work or until the End Date set forth below, unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing the notice period set forth above. 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, provided that certain breaches (including failure to pay undisputed amounts) may permit termination without further cure. Termination shall not relieve Client of its obligation to pay for services performed and non-cancellable commitments made prior to termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose or use any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public information marked confidential or that reasonably should be understood to be confidential given its nature and the parties' relationship. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the Receiving Party; (b) was known by the Receiving Party without restriction prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for the period set forth above. Each party acknowledges that a breach of this Section would cause irreparable harm for which monetary damages would be inadequate and agrees that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or equity.

Warranties; Liability

Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry practice. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE CLAIM, EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR PURPOSEFUL MISAPPROPRIATION OF INTELLECTUAL PROPERTY.

Intellectual Property

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and general know-how. Upon full payment, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables specifically identified as work-for-hire for Client's internal business purposes. Service Provider may use anonymized aggregate data and methodologies developed in connection with the services for other clients and internal purposes.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without giving effect to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation and, if necessary, mediation before commencing litigation. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in the governing state for any dispute not resolved by negotiation or mediation.

Entire Agreement; Amendments

This Agreement, including any 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, and communications, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice. If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

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