Business Services SW

BUSINESS SERVICES AGREEMENT (SW)

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

WHEREAS

WHEREAS, Client requires specialized software-related business services consisting of software development, integration, customization, or support (the "Services"); and

WHEREAS, Service Provider represents that it has the skill, personnel, and resources necessary to perform the Services described in this Agreement and agrees to perform such Services in accordance with the terms set forth below.

1. SCOPE OF WORK

Service Provider shall perform the Services described in the following scope. The scope below sets out deliverables, milestones, and acceptance criteria. Any amendment or material change to the scope shall be made in writing and signed by authorized representatives of both parties.

2. PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider the fees set forth below in accordance with the schedule. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Unless otherwise specified, Client shall reimburse Service Provider for reasonable, preapproved out-of-pocket expenses. Taxes shall be borne by the party required by law to pay such taxes.

3. TERM AND TERMINATION

This Agreement shall commence on the Start Date and shall continue until the End Date unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Termination shall not relieve either party of obligations accrued prior to the effective date of termination. Sections concerning Confidentiality, Indemnification, Ownership of Work Product, and Payment of Fees shall survive termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other, whether oral, written, or electronic, 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.

The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, (ii) use Confidential Information solely to perform obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except as expressly permitted herein.

5. INTELLECTUAL PROPERTY; 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 (the "Work Product"). Service Provider retains ownership of its preexisting tools, libraries, methodologies, and general skills, and grants Client a nonexclusive, royalty-free license to any such preexisting materials embedded in the Work Product solely to the extent necessary to use the Work Product as intended.

6. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Client shall indemnify and hold Service Provider harmless from third-party claims arising from Client-provided materials, except to the extent caused by Service Provider's breach or gross negligence. Service Provider shall indemnify Client for claims arising from Service Provider's negligent performance or willful misconduct.

7. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor. Nothing in this Agreement shall create an employment, partnership, joint venture, or agency relationship between the parties. Service Provider is solely responsible for all employment-related taxes, benefits, and workers' compensation insurance for its personnel.

8. 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. The parties submit to the exclusive jurisdiction of state and federal courts located in that state for disputes arising out of or related to this Agreement.

9. ENTIRE AGREEMENT

This Agreement, including any exhibits or statements of work incorporated by reference, constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all assets. If any provision is found to be unenforceable, the remaining provisions shall remain in full force and effect.

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