Business Tickabox Form

BUSINESS TICKABOX FORM

This General Business Agreement (the "Agreement") is entered into as of between:

Service Provider

Client

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services and solutions as selected in this Tickabox Form; and

WHEREAS, Client desires to retain Service Provider to perform the services and deliverables described in the Scope of Work, and Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to reduce their agreement to writing and to set forth the scope, payment and other material terms, as set forth below.

SCOPE OF WORK

Service Provider will provide the services and deliverables described below. Any changes to scope shall be documented in writing and signed by both parties. Unless otherwise stated, deliverables shall be completed in accordance with the schedule agreed upon by the parties.

TICKABOX: SELECT SERVICES

Indicate which services are requested by checking the applicable boxes. Additional notes may be provided in the Other description field.

PAYMENT TERMS

Client shall pay Service Provider the fees for services as set forth below. Fees are exclusive of taxes unless otherwise stated. All fees are due in United States dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the rate of per month on any unpaid balance, or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Service Provider for reasonable collection costs, including attorney fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to termination. Termination for material breach shall be effective immediately upon written notice if the breaching party fails to cure within 14 days of receipt of notice.

Upon termination, Client shall pay Service Provider for all work performed and costs incurred through the effective date of termination, including any non-cancellable commitments.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means any non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Receiving party shall: (a) hold Confidential Information in strict confidence; (b) use it only to perform obligations under this Agreement; and (c) not disclose it to third parties except to employees or contractors on a need-to-know basis subject to confidentiality obligations at least as protective as those in this Agreement.

Confidentiality obligations shall survive termination for a period of years following the effective date of termination. For personally identifiable information and proprietary source code, obligations shall be perpetual to the extent permitted by law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of any pre-existing intellectual property and methodologies. Upon full payment of fees, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables created specifically for Client for its internal business purposes. Any third-party materials incorporated into deliverables remain subject to the third party's license terms.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from claims arising out of the indemnifying party's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND SERVICE PROVIDER'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

ACKNOWLEDGMENT

By checking the box below, Client acknowledges that it has read, understands and agrees to be bound by the terms and conditions of this Agreement.

ADDITIONAL PROVISIONS

Any notices under this Agreement shall be given in writing to the contact information set forth above and shall be effective upon receipt. No assignment of this Agreement shall be permitted without the prior written consent of the non-assigning party, except that Service Provider may assign to an affiliate or successor by operation of law.

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