Business Services YouTech

BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES YOUTECH

Parties and Contact Information

Recitals

WHEREAS, Service Provider: is engaged in the business of providing technical consulting, software development, and related business services; and

WHEREAS, Client: desires to retain Service Provider to perform certain services described below and Service Provider is willing to provide such services pursuant to the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows effective as of .

Scope of Work

Service Provider shall provide the services, deliverables, and related work described below. The parties may agree to additional services in writing signed by both parties. Service Provider will perform the services with reasonable skill and care in accordance with industry standards.

Payment Terms

Client shall pay Service Provider as set forth below. All amounts are in U.S. dollars unless otherwise stated. Unless otherwise provided, invoices are due within the payment period stated in this section.

All invoices that remain unpaid after the due date shall accrue interest at the rate specified above and Client shall also be responsible for any collection costs and reasonable attorney fees incurred by Service Provider in enforcing payment.

Term and Termination

This Agreement shall commence on and, unless earlier terminated as provided below, shall continue until .

Either party may terminate this Agreement for convenience upon prior written notice to the other party of days. Either party may also terminate this Agreement immediately for material breach that remains uncured for a period of 15 days after written notice of such breach.

Upon termination, Client shall pay Service Provider for all services performed and reasonable expenses incurred through the effective date of termination. Service Provider shall deliver all work in progress and reasonable transition assistance as requested by Client, subject to payment for such work.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or would reasonably be understood to be confidential given the nature of the information. Each party shall (i) protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, and (ii) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is (a) publicly known through no fault of the receiving party, (b) rightfully received from a third party without restriction, or (c) independently developed without use of Confidential Information.

Mutual confidentiality One-way (Service Provider to Client)

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title, and interest in and to the deliverables and work product created specifically for Client under this Agreement, subject to Client's payment of all amounts due. Service Provider retains ownership of its pre-existing materials, tools, and methodologies. To the extent Service Provider incorporates pre-existing materials into deliverables, Service Provider grants Client a non-exclusive, worldwide, perpetual license to use such incorporated pre-existing materials as part of the deliverables.

Warranties; Limitation of Liability

Service Provider warrants that it will perform services in a professional manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) 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 its conflicts of law principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in that State for resolution of disputes.

Entire Agreement; Amendments

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

Miscellaneous

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 in connection with a merger or sale of substantially all of its assets. Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either party may designate in writing.

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