OfficeMax Business Services Agreement

OfficeMax Business Services Agreement

This Business Services Agreement (the "Agreement") is entered into as of , (the "Effective Date") by and between:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing printing, copying, document management and related office services and has the expertise, personnel and facilities necessary to perform the services described herein; and

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

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services described below (the "Services"). Service Provider shall provide all labor, materials, equipment and supervision necessary to perform the Services in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

Client shall pay Service Provider for the Services in accordance with this Section. Unless otherwise agreed in writing, all fees are exclusive of applicable taxes.

Late Payment: Any undisputed amount not paid within the Payment Due Days shall accrue interest at the lesser of the maximum rate permitted by applicable law or per month, compounded monthly. In addition, a late fee of USD may be charged for each invoice in default, provided such fee is permitted by law.

3. Term and Termination

This Agreement shall commence on , and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party.

4. Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence any non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") 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 ("Confidential Information"). The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) not disclose Confidential Information to third parties without the Disclosing Party's prior written consent. Confidential Information shall not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; or (iii) is independently developed without use of or reference to the Disclosing Party's Confidential Information. Upon termination or expiration, the Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party.

5. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) to the extent caused by the indemnifying party's breach of this Agreement, negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6. Notices

All notices, requests, consents and other communications required or permitted under this Agreement must be in writing and delivered to the addresses below (or such other address as a party designates by written notice).

7. 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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

8. Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral, relating to such subject matter. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous

Assignment: Neither party may assign this Agreement without the other party's prior written consent, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets. Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: The failure to exercise any right shall not constitute a waiver of that right.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures shall be sufficient to bind the parties.

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