Business Services TorchHelps

Business Services Agreement — TorchHelps

This Business Services Agreement ("Agreement") is made effective as of by and between Service Provider: with principal place of business at , and Client: with principal place of business at .

RECITALS

WHEREAS, Service Provider is in the business of providing business services including consulting, technical support, and implementation assistance under the trade name TorchHelps; and

WHEREAS, Client desires to engage Service Provider to perform certain services described in this Agreement and Service Provider agrees to provide such services pursuant to the terms and conditions set forth herein.

WHEREAS, the parties intend that the rights and obligations created under this Agreement be governed by the specific terms set forth below.

SCOPE OF WORK

Service Provider shall provide the services and deliverables described below. All work shall be performed in a professional and timely manner in accordance with industry standards.

PAYMENT TERMS

Client shall pay Service Provider for the services described above in accordance with the following terms.

Invoices are due within days of receipt. Overdue amounts shall incur a late fee equal to the greater of percent per month or the maximum rate permitted by law, plus all costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective termination date. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was lawfully in the receiving party's possession prior to disclosure without obligation of confidentiality; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

Each party agrees to (i) maintain the other's Confidential Information in strict confidence, (ii) use Confidential Information only to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Upon termination or upon request, the receiving party shall return or destroy Confidential Information and certify destruction if requested.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in its pre-existing intellectual property and tools used in the performance of services. Client shall own work product specifically and exclusively created for Client under this Agreement upon full payment, except for any Service Provider pre-existing intellectual property which is licensed to Client on a non-exclusive, non-transferable, royalty-free basis to the extent incorporated in such work product.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party shall promptly notify the indemnifying party of any claim and cooperate in the defense. The indemnifying party shall control the defense and settlement of any such claim, provided that no settlement admitting liability or imposing obligations may be entered without the indemnified party's prior written consent.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved by binding arbitration in the county of the governing jurisdiction under the rules of the chosen arbitration provider.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in interest. Notices shall be in writing and delivered to the addresses set forth above.

CONTACTS FOR NOTICES

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