DisplayStream Business Document

DISPLAYSTREAM BUSINESS DOCUMENT

This Business Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: and Client Name: . Service Provider and Client are each a "Party" and together the "Parties."

Recitals

WHEREAS, Service Provider is engaged in the business of providing digital display technologies, streaming content delivery, and related professional services; and

WHEREAS, Client desires to engage Service Provider to perform certain services in connection with the Client's display and streaming operations, and Service Provider is willing to perform such services upon the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Scope of Work

Service Provider shall provide the services and deliverables described below (the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones, acceptance criteria, and any applicable change order procedures are set forth in the Scope of Work field below.

Payment Terms

Client shall pay Service Provider for the Services as provided in this section. All amounts are stated in the currency agreed by the Parties.

Payments are due within days of invoice unless otherwise agreed in writing. Invoices shall itemize services rendered and include reasonable substantiation of expenses.

Late payments shall accrue interest at a rate of % per month (or the maximum rate permitted by applicable law, if lower), and Client shall be responsible for all reasonable collection costs, including attorneys' fees.

Term and Termination

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 convenience upon days' prior written notice to the other Party. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches its obligations and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination, including any non-cancelable commitments made on Client's behalf.

Confidentiality

"Confidential Information" means any non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party") related to business operations, technical data, trade secrets, pricing, customer lists, or other proprietary information, whether disclosed orally, in-writing or electronically. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of this Agreement by the Receiving Party; (b) was in the Receiving Party's lawful possession prior to receipt from the Disclosing Party; (c) is rightfully received by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) hold Confidential Information in strict confidence and take reasonable precautions to protect it; (ii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (iii) not use Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement. These confidentiality obligations shall survive for months following termination or expiration of this Agreement, except with respect to trade secrets, for which obligations shall survive for so long as permitted by applicable law.

Indemnification and Limitations

Each Party agrees to indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's gross negligence or willful misconduct in connection with the performance of this Agreement. Except for willful misconduct or breaches of confidentiality, neither Party shall be liable for consequential, incidental, special, or punitive damages, and aggregate liability under this Agreement shall be limited to amounts paid to Service Provider under this Agreement in the twelve (12) 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 conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of or related to this Agreement.

Entire Agreement; Amendment

This Agreement, including all attachments and any mutually executed statements of work, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings, and communications, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of each Party.

Additional Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 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 sale of substantially all of its business assets.

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