Business Services TPU

BUSINESS SERVICES TPU

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

RECITALS

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

WHEREAS, Client desires to engage Service Provider to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, compensation and confidentiality by entering into this Agreement.

SCOPE OF WORK

Deliverables shall be delivered in accordance with the schedule set forth in the Scope of Work. Client shall provide timely access to information and personnel reasonably necessary for Service Provider to perform the services.

PAYMENT TERMS

Invoices are due and payable within days of invoice date. Late payments shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs if payment is not made when due.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until unless earlier terminated in accordance with this Section.

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 that is not cured within fifteen (15) days after written notice of such breach. Termination shall not relieve Client of payment obligations for services performed prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each receiving party shall: (a) hold Confidential Information in strict confidence using at least the same standard of care it uses to protect its own confidential information but no less than reasonable care; (b) use the Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement. Confidential Information does not include information that: (i) is or becomes publicly available without breach; (ii) was rightfully known prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. Upon termination, the receiving party will, at the disclosing party's election, return or destroy Confidential Information and certify such return or destruction in writing.

INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Service Provider retains ownership of its pre-existing intellectual property and tools. Client grants Service Provider a limited license to use Client data solely for performance of the services. Each party shall comply with applicable data protection laws and implement reasonable technical and organizational measures to protect personal data.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that it will perform services in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, 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 ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior understandings, communications and agreements, whether written or oral, relating to the subject matter hereof. No modification of this Agreement will be effective unless in writing and signed by an authorized representative of each party.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

ACKNOWLEDGMENT

The persons signing below represent and warrant they are authorized to execute this Agreement on behalf of their respective parties and that this Agreement is binding upon the parties when signed.

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