Playwing IO Business Services Agreement

Playwing IO Business Services Agreement

Parties

Service Provider:

Client Name:

Recitals

WHEREAS, Service Provider is in the business of providing digital game operations, content services, technical integration, live operations support and related business services (the "Services");

WHEREAS, Client desires to engage Service Provider to perform certain Services and Service Provider is willing to provide such Services on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows.

Scope of Work

Service Provider shall perform the Services and deliver the Deliverables as described below. The scope may include project management, design, development, integration, testing, live operations, analytics reporting and technical support. Detailed tasks, milestones, and acceptance criteria shall be set forth as follows:

Payment Terms

Client shall pay Service Provider for the Services in accordance with the fees and schedule below. All fees are exclusive of applicable taxes unless otherwise stated.

Late Payment: Any undisputed invoice not paid within the Payment Due period shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees, for overdue amounts.

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 convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination. Upon termination, Service Provider shall deliver any completed Deliverables and an invoice for all unpaid fees and expenses.

Confidentiality

"Confidential Information" means non-public information disclosed by a 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, including business plans, technical data, product roadmaps, trade secrets, know-how, and unpublished financial information.

Each receiving party shall (a) maintain the confidentiality of Confidential Information of the disclosing party using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely for the performance of this Agreement; and (c) 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 no less restrictive than those herein.

Confidentiality obligations shall not apply to information that (i) is or becomes generally known to the public through no breach of this Agreement, (ii) is rightfully received by the receiving party from a third party without restriction, (iii) is independently developed by the receiving party without use of Confidential Information, or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt notice and cooperates with any protective measures sought by the disclosing party.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in its pre-existing materials, tools, methodologies and know-how. Subject to Client's payment in full, Service Provider grants Client a perpetual, non-exclusive, worldwide license to use Deliverables delivered under this Agreement solely for Client's internal business purposes as specified in the Scope of Work.

Indemnification; Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement, willful misconduct or negligent acts. The indemnified party shall provide prompt notice of any claim and cooperate in the defense.

EXCEPT FOR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or overnight courier, or by email with confirmation of receipt.

Governing Law; Entire Agreement

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising hereunder.

This Agreement, including any attached statements of work or exhibits incorporated by reference, 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. Any modification or waiver must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held 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 to a successor in interest in connection with a merger, acquisition or sale of substantially all assets, provided the successor assumes the assigning party's obligations under this Agreement.

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