Monstarlab Business Services Agreement

MONSTARLAB BUSINESS SERVICES AGREEMENT

Parties and Effective Date

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing digital product design, development and advisory services and possesses the technical skill and personnel necessary to perform such services; and

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

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

1. Scope of Work

Service Provider shall perform the services described in the scope below (the "Services"). The Services shall be performed in accordance with the specifications, milestones and acceptance criteria set forth by the parties.

2. Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees and charges set forth below. All fees are exclusive of taxes unless otherwise stated. Unless otherwise agreed, Client shall reimburse Service Provider for reasonable out-of-pocket expenses incurred in performing the Services.

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party given at least the specified notice period above. Either party may terminate immediately for material breach of this Agreement by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach. Upon termination, Client shall pay Service Provider for Services performed and pre-approved expenses incurred through the effective date of termination.

4. Confidentiality

Each party agrees to hold in confidence and not disclose to any third party any Confidential Information of the other party. "Confidential Information" means non-public information disclosed by a party in connection with this Agreement, including but not limited to business plans, product designs, source code, pricing, customer lists and proprietary methods. Confidential Information does not include information that (a) becomes generally available to the public other than through a breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the disclosing party's Confidential Information.

The undersigned acknowledges and agrees to be bound by the confidentiality provisions above.

5. Intellectual Property

Unless otherwise agreed in writing, Service Provider hereby grants to Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement solely for Client's internal business purposes. Service Provider retains ownership of pre-existing intellectual property and tools, and shall retain ownership of any general know-how, methodologies, templates, and code libraries used or developed outside the scope of the specific deliverables.

6. Representations; Independent Contractor; Liability

Each party represents that it has full power and authority to enter into this Agreement. Service Provider is an independent contractor and not an employee, agent or partner of Client. Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified above without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located within that state for resolution of disputes arising under this Agreement.

8. Entire Agreement; Amendments

This Agreement, including any exhibits and statements of work executed by the parties and incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. No amendment or modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties.

9. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice. Notice is effective upon receipt.

10. Miscellaneous

If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in connection with a sale of substantially all of its business. The parties agree to cooperate in executing documents necessary to effectuate the intent of this Agreement.

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