Business Services Techrom

BUSINESS SERVICES AGREEMENT - TECHROM

This Business Services Agreement ("Agreement") is made effective as of by and between Service Provider: and Client: (each a "Party" and collectively the "Parties").

WHEREAS

WHEREAS, Service Provider represents that it has the technical expertise, personnel, and resources necessary to provide the business and technology services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth herein, and Service Provider is willing to perform such services for Client.

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

1. SCOPE OF WORK

Service Provider shall perform the Services described above in accordance with the timelines, milestones and deliverables set forth in the scope. Any material changes to the scope shall be documented in a written change order signed by authorized representatives of both Parties, including any agreed adjustments to fees or schedule.

2. PAYMENT TERMS

Unless otherwise agreed in writing, Service Provider will invoice Client in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt. All fees are exclusive of applicable sales, use, value-added and other taxes, which shall be paid by Client.

Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, beginning on the date due until paid in full. In addition to interest, Service Provider may suspend performance if any undisputed invoice remains unpaid for more than days after notice.

3. TERM AND TERMINATION

This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated as provided herein.

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 by the other Party that remains uncured for days after written notice specifying the breach. Termination does not relieve Client of its obligation to pay for Services performed and costs incurred through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other, whether marked confidential or that should reasonably be understood to be confidential given its nature. Each recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict access to its employees and contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) not disclose Confidential Information to any third party without prior written consent. Confidential Information does not include information that: (i) is or becomes public other than by breach of this Agreement; (ii) was known to recipient without restriction prior to disclosure; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed without use of the discloser's Confidential Information.

Upon termination or at the discloser's request, recipient shall return or destroy Confidential Information and certify such destruction upon request. The confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets.

5. REPRESENTATIONS; LIMITATION OF LIABILITY

Each Party represents that it has the authority to enter into this Agreement. Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. Except for willful misconduct or gross negligence, neither Party shall be liable for indirect, incidental, special or consequential damages. Provider's aggregate liability for any claim arising from this Agreement shall not exceed the amounts actually paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

6. INDEPENDENT CONTRACTOR; ASSIGNMENT

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the Parties. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of all or substantially all of its business.

7. 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 the courts located in that State for any action arising under this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written attachments and executed change orders, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both Parties.

9. NOTICES

Notices shall be in writing and delivered by hand, certified mail, or nationally recognized overnight courier to the addresses set forth above or to such other address as a Party may designate by notice to the other Party.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties acknowledge that remedies at law may be inadequate for breach of confidentiality obligations and that equitable relief may be appropriate in addition to other remedies.

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