Business Services Traviz

BUSINESS SERVICES AGREEMENT — TRAVIZ

This Business Services Agreement (the "Agreement") is made and entered into as of the Effective Date set forth below by and between the parties identified herein. Service Provider: (hereafter "Service Provider") and Client Name: (hereafter "Client").

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, technology integration, project management and related advisory services; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider desires to accept such engagement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

1. SCOPE OF WORK

2. PAYMENT TERMS

Compensation: Client shall pay Service Provider the fees set forth in this section for the Services performed under this Agreement.

Invoices are due and payable within days of invoice date. Late payments shall incur interest at the lesser of per month or the maximum rate permitted by law. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

3. TERM AND TERMINATION

Term: This Agreement shall commence on the Effective Date: and shall continue until completion of the Services or until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon material breach by the other party that remains uncured after days' written notice, or immediately for insolvency or assignment for the benefit of creditors. Upon termination, Client shall pay Service Provider for all Services performed and reasonable expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

Definition of Confidential Information: "Confidential Information" means nonpublic information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party") that is designated as confidential or that, by its nature, should reasonably be understood to be confidential, including business plans, technical data, trade secrets, pricing, client lists, proposals, and deliverables.

Obligations: The Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) restrict disclosure to employees, contractors or agents with a need to know who are bound by confidentiality obligations at least as protective as those herein. The Receiving Party shall exercise at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions and Duration: Confidential Information does not include information that is (i) publicly known through no wrongful act of the Receiving Party; (ii) rightfully received from a third party without breach of any obligation of confidentiality; or (iii) independently developed without use of the Disclosing Party's Confidential Information. Confidentiality obligations shall survive for years following termination of this Agreement, provided that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

5. INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing materials, methodologies, tools and know-how. Subject to Client's timely payment of fees, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Any custom work-for-hire or assignment of rights must be expressly identified and agreed in writing.

6. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents that it has full corporate power and 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 THE LIMITED WARRANTY STATED ABOVE, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement, subject to the indemnified party's cooperation and mitigation obligations. The indemnity remedies are subject to any limits of liability set forth herein.

7. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, fraud, or indemnification obligations, in no event shall either party be liable for indirect, incidental, special, consequential or punitive damages. The aggregate liability of each party for direct damages arising from or related to this Agreement shall not exceed the fees actually paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

8. NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, registered mail, or email to the address provided above and shall be deemed given upon receipt.

9. GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

10. ENTIRE AGREEMENT

This Agreement, including all attachments and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the other's prior written consent, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets. Severability: If any provision is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Waiver: No waiver shall be effective unless in writing and signed by the waiving party.

SIGNATURES

The parties, intending to be legally bound, have executed this Agreement as of the dates set forth below.

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