Business Services Trapezo

BUSINESS SERVICES TRAPEZO

Parties

Recitals

WHEREAS, Service Provider represents that it has the expertise, personnel and resources to provide the business 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

WHEREAS, the parties intend that this Agreement set forth the complete understanding between them with respect to the services to be provided.

Scope of Work

Payment Terms

Contract Price: $ payable in accordance with the schedule below.

Invoicing and Due Date: Invoices will be issued by Service Provider and payment shall be due within days of invoice date. Accepted payment method: .

Late Fee: Any undisputed past due amount shall incur a late fee of until paid, plus recovery of reasonable collection costs, including attorneys' fees.

Term and Termination

Term: This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure the breach within days after written notice specifying the breach.

Effects of Termination: Upon termination, Client will pay Service Provider for all services performed and expenses incurred through the effective date of termination. Service Provider will deliver work in progress reasonably necessary for Client to transition the services, and each party will return or destroy Confidential Information of the other as provided in this Agreement.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other relating to business operations, pricing, technical data, customer lists, or other information reasonably understood to be confidential. Confidential Information does not include information that is (a) known to the receiving party prior to disclosure without obligation of confidentiality, (b) becomes publicly available without breach, (c) is rightfully obtained from a third party without restriction, or (d) is independently developed by the receiving party.

Nondisclosure and Use: The receiving party shall not disclose Confidential Information to third parties and shall use it only to perform its obligations under this Agreement. The receiving party shall protect such information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Duration: The obligations in this Section shall survive termination of this Agreement for years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property

Ownership: Except as expressly provided otherwise in writing, Service Provider retains ownership of its underlying pre-existing intellectual property and tools. Client will own all deliverables specifically identified and paid for under this Agreement upon full payment; Service Provider hereby assigns to Client all right, title and interest in such paid-for deliverables, subject to Service Provider's retained rights in pre-existing work and general know-how.

Warranties; Liability; Indemnification

Warranties: 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 AS SPECIFICALLY PROVIDED, ALL OTHER WARRANTIES ARE DISCLAIMED.

Limitation of Liability: Neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party arising out of this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Indemnification: Each party shall indemnify, defend and hold harmless the other from third-party claims arising from the indemnifying party's gross negligence or willful misconduct, subject to the limitation of liability set forth above.

Governing Law; Dispute Resolution

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 principles.

Dispute Resolution: The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved, the parties may pursue mediation prior to initiating litigation, except that either party may seek injunctive relief to protect Confidential Information or intellectual property.

Entire Agreement; Amendment

Entire Agreement: This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral.

Amendment: This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

Miscellaneous

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency relationship.

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 sale of substantially all of its assets.

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