Business Services Wedjets

BUSINESS SERVICES WEDJETS

This Business Services Agreement (the Agreement) is made and entered into as of (Effective Date), by and between with principal place of business at (Service Provider), and with principal place of business at (Client).

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, products, and technical support described herein; and

WHEREAS, Client desires to retain Service Provider to perform the services set forth in this Agreement and Service Provider agrees to provide such services under the terms and conditions contained herein.

1. SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. All work shall be performed in a professional manner in accordance with industry standards.

2. PAYMENT TERMS

In consideration for the services rendered by Service Provider, Client shall pay the amounts and on the schedule described below. All fees are exclusive of taxes, which Client shall be responsible to pay where applicable.

Amounts not paid when due shall accrue interest at a rate of % per month (or the maximum permitted by law, if lower). In addition, Client will be responsible for reasonable collection costs, including attorneys' fees.

3. TERM AND TERMINATION

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

Start Date:

End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice. Termination does not relieve Client of liability for fees accrued through the effective date of termination.

4. CONFIDENTIALITY

Each party (Recipient) shall keep confidential and not disclose to any third party Confidential Information of the other party (Discloser). "Confidential Information" means non-public business, technical, financial, or customer information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Recipient shall: (a) use the Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees or contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) return or destroy Confidential Information upon Discloser's written request. Confidential Information does not include information that is or becomes publicly known through no wrongful act of Recipient, that Recipient rightfully receives from a third party without restriction, or that Recipient independently develops without use of Discloser's Confidential Information.

5. INTELLECTUAL PROPERTY; LICENSES

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in and to any pre-existing intellectual property and tools used to deliver the services. Client shall receive a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business purposes only, subject to full payment of all fees.

6. REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

Each party represents and warrants that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with prevailing industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING THE CLAIM.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by duly authorized representatives of both parties.

9. MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency. If any provision is held unenforceable, the remaining provisions will remain in full force and effect. Notices must be given in writing to the addresses listed in this Agreement and are effective upon receipt.

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