Business Services Urban Element

Business Services Agreement — Urban Element

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing urban planning, design, advisory and implementation services tailored to public realm and commercial streetscape projects, and possesses the personnel, skill and expertise necessary to perform such services; and

WHEREAS, Client desires to retain Service Provider to perform certain services in connection with the project described in this Agreement, and Service Provider agrees to perform such services under the terms and conditions set forth herein.

SCOPE OF WORK

Service Provider shall provide the services, deliverables and milestones described below. Deliverables shall be prepared in a professional manner in accordance with industry standards and accepted practice consistent with the nature of the services requested.

PAYMENT TERMS

In consideration for the services rendered, Client shall pay Service Provider the fees and expenses described below. All amounts are payable in lawful currency.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least Notice Period: days prior to the intended termination date. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice specifying the nature of the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party to the other 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. Confidential Information includes, without limitation, business plans, pricing, designs, drawings, technical specifications and project budgets.

The receiving party shall (a) use Confidential Information solely for performance of this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without the use of Confidential Information; or (iv) is required to be disclosed by law, provided that the receiving party gives prompt written notice to the disclosing party and cooperates to seek protective relief where practicable.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains all intellectual property rights in work product created prior to or independent of this Agreement. To the extent that Service Provider creates new deliverables specifically for Client under this Agreement, Service Provider grants Client a non-exclusive, non-transferable license to use such deliverables for Client's internal business purposes, subject to full payment of all fees due.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in performance of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to rules governing choice of law.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings. Any amendment or modification of this Agreement must be in a writing signed by an authorized representative of each party.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses set forth at the beginning of this Agreement or to such other address as either party may designate in writing. Electronic signatures and delivery by electronic transmission are binding and constitute original signatures for all purposes.

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