Business Services Uniworld IO

Business Services Uniworld IO

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

WHEREAS

WHEREAS, Client wishes to retain Service Provider to perform business, marketing, technology, consulting or other services as described herein; and

WHEREAS, Service Provider represents that it has the experience, resources and personnel necessary to provide such services and is willing to perform the services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, schedule, compensation and other terms governing the engagement by this Order Instruction.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. Service Provider shall exercise commercially reasonable efforts and use qualified personnel in performing the work.

PAYMENT TERMS

Client shall pay Service Provider as compensation for services performed as set forth below. All fees are in the currency specified and exclude any taxes unless otherwise stated.

One-time payment upon execution    Monthly retainer    Milestone-based payments

Service Provider will submit invoices to Client. Invoices are payable within days of receipt unless otherwise agreed in writing.

Overdue amounts shall accrue interest at a rate of per month, and Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in connection with past due amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: 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 if such breach is not cured within thirty (30) days after written notice of the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments made prior to termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including pricing, business plans, customer data, technical information and trade secrets.

The receiving party shall (i) protect Confidential Information of the disclosing party with at least the same degree of care as it protects its own confidential information, but in no event less than a reasonable degree of care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or affiliates who need to know such information and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (a) is or becomes generally available to the public through no act or omission of the receiving party; (b) was rightfully known by the receiving party prior to disclosure as evidenced by written records; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction and without breach of a duty to the disclosing party.

Upon termination or upon written request, the receiving party shall return or destroy confidential materials and certify in writing that such return or destruction has been completed. The obligations of confidentiality shall survive for from the date of disclosure, except that trade secrets shall remain protected for so long as they remain trade secrets under applicable law.

MISCELLANEOUS PROVISIONS

Indemnification: Each party shall indemnify and hold harmless the other party and its officers, directors and employees from and against claims, liabilities, losses and expenses arising from that party's negligence, willful misconduct or material breach of this Agreement, except to the extent caused by the other party's negligence or willful misconduct.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the amount of fees paid or payable by Client to Service Provider under this Order Instruction in the twelve (12) months preceding the claim.

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

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments or 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, negotiations and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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