Business Services URP-AXIS

BUSINESS SERVICES URP-AXIS

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

Recitals

WHEREAS, Client engages Service Provider to perform certain business services described herein and Service Provider represents that it has the experience, skill, and resources to provide such services in a professional and workmanlike manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide services to Client, including the scope of work, payment terms, confidentiality obligations, and the term and termination rights;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described above (the "Services") in accordance with the schedule and standards agreed by the parties. All deliverables shall conform to the specifications set forth in the Scope of Work and shall be the original work of Service Provider unless otherwise agreed in writing.

Payment Terms

Client shall pay invoices within the Payment Schedule set forth above. Overdue amounts shall accrue interest at the rate specified in Late Payment and Interest, or if no rate is specified, at the maximum rate permitted by applicable law. Service Provider may suspend performance if invoices remain unpaid more than thirty (30) days after notice of delinquency.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for cause if the other party materially breaches a material obligation and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed through the date of termination.

Confidentiality

Each party acknowledges that during the term of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, and other proprietary information disclosed in any form. Each party shall: (a) protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents, or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) was publicly known at the time of disclosure; (ii) becomes publicly known through no fault of the receiving party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. The receiving party may disclose Confidential Information when required by law, provided it gives the disclosing party prompt written notice and cooperates in any lawful efforts to limit disclosure.

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. Venue for any dispute arising out of or relating to this Agreement shall be the state or federal courts sitting in the jurisdiction of such state.

Indemnification; Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against claims, damages, liabilities, costs and expenses arising from the indemnifying party's breach of this Agreement or its gross negligence or willful misconduct. Except for liability arising from a party's breach of confidentiality, willful misconduct, or indemnification obligations, neither party shall be liable for consequential, incidental, punitive or exemplary damages.

Entire Agreement; Amendments

This Agreement, together with any documents specifically incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written, relating to the subject matter hereof. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and sent to the addresses above (or to such other address as a party may designate by notice) and shall be deemed given upon delivery by hand, upon receipt if by certified mail, or upon confirmation of receipt if sent by reputable overnight courier.

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