Business Services Tasmeem

BUSINESS SERVICES TASMEEM

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , Client Address: , and Service Provider Name: , Service Provider Address: .

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business, creative and technical services related to Tasmeem's offerings, and Service Provider represents that it has the necessary experience, personnel and resources to provide such services on the terms set forth herein;

WHEREAS, the parties intend by this Agreement to set forth the scope of services, payment terms, confidentiality obligations and other material terms governing their commercial relationship;

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

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with accepted industry standards and the schedule agreed by the parties.

PAYMENT TERMS

Compensation for the services set forth in this Agreement shall be as follows. Unless otherwise agreed in writing, all fees are payable in United States dollars.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, expires on End Date: .

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation and fails to cure such breach within the notice period specified above. Termination shall not relieve Client of the obligation to pay for services performed and non-cancellable commitments made prior to termination. Upon termination, Service Provider shall deliver to Client all work in progress and final deliverables subject to payment.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, under the circumstances, ought reasonably to be treated as confidential. The receiving party shall (a) 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; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except with prior written consent or as required by law.

The obligations in this section do not apply to information that (i) is or becomes publicly available through no breach by the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information. Required disclosures compelled by law shall be promptly notified to the disclosing party where permitted.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider shall retain ownership of its pre-existing intellectual property and any tools, templates, concepts or methods used in performing the services. Client shall own the final deliverables expressly identified in the Scope of Work upon full payment of all amounts due. To the extent necessary, Service Provider grants Client a perpetual, worldwide, non-exclusive license to use such deliverables for Client’s internal business purposes.

WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY

Service Provider warrants that it will perform services in a professional manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE CLAIM.

Client shall indemnify, defend and hold harmless Service Provider from and against any claims, liabilities or losses arising out of Client’s use of deliverables or Client’s breach of this Agreement, except to the extent caused by Service Provider’s gross negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws rules. Any dispute arising under or relating to this Agreement shall be resolved in the state or federal courts located within that state, and the parties submit to the exclusive jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties.

NOTICES

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all of its assets, or change of control, provided that the assignee assumes all obligations. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or employment relationship.

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