Business SPDS Document

Business SPDS Document

This Business Services and Product Development Services Agreement ("Agreement") is made and entered into as of by and between with a principal place of business at ("Provider"), and with a principal place of business at ("Client").

RECITALS

WHEREAS, Provider has expertise in product development, technical services, and related business advisory services and is willing to provide such services to Client on the terms and conditions set forth herein;

WHEREAS, Client desires to engage Provider to perform certain services and deliverables described in this Agreement and Provider is willing to perform such services in accordance with the terms hereinafter set forth;

WHEREAS, the parties intend that this Agreement define the scope, compensation, confidentiality obligations, and the respective rights and remedies of the parties with respect to the services and deliverables.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material change to the Scope of Work shall require a written amendment signed by both parties, which shall specify any adjustments to fees, schedule, or deliverables.

PAYMENT TERMS

Unless otherwise agreed in writing, Provider shall invoice Client in accordance with the Payment Schedule. Client shall pay undisputed invoices within thirty (30) days of receipt. Undisputed amounts not paid when due shall accrue interest at the rate set forth in the Late Payment Fee provision above and Provider may suspend performance after providing ten (10) days' prior written notice to Client.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach. Termination shall not relieve Client of its obligation to pay Provider for services performed and expenses incurred through the date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party to the other party, whether in oral, written, electronic or other form, 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 business plans, product designs, technical data, formulas, processes, drawings, source code, marketing plans, and customer information.

Each party shall: (a) maintain the confidentiality of Confidential Information of the other party using at least the same degree of care it uses to protect its own confidential information (but in no event less than reasonable care); (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information shall not include information that is or becomes publicly available through no wrongful act of the receiving party, was known to the receiving party prior to disclosure, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of this confidentiality provision and that the non-breaching party shall be entitled to seek injunctive relief and other equitable remedies without posting bond.

INTELLECTUAL PROPERTY

Unless otherwise agreed in a written exhibit signed by both parties, Provider retains all right, title and interest in and to Provider's pre-existing intellectual property and any general skills, know-how and experience gained or used in the performance of the Services. Client shall own all right, title and interest in and to work product and deliverables created specifically for Client under this Agreement upon payment in full for such deliverables, subject to Provider's ownership of its pre-existing intellectual property and any third-party components.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CLIENT TO 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 conflict of law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments executed by the parties, 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 written or oral. Any amendment or modification to 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 either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. The invalidity or unenforceability of any provision of this Agreement shall not affect the remainder of this Agreement. Headings are for convenience only and shall not affect interpretation.

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