Standing Business Agreement

STANDING BUSINESS AGREEMENT

This Standing Business Agreement (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain services on an ongoing basis under the terms set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and ability to provide such services and agrees to perform in accordance with the terms of this Agreement; and

WHEREAS, the parties intend that this Agreement establish the general scope, performance standards, payment arrangements, and terms governing the parties' ongoing business relationship.

1. Scope of Work

Service Provider shall provide the services described below. Services may be amended from time to time by written statement signed by both parties and incorporated as a work order under this Agreement.

2. Payment Terms

Client shall pay Service Provider the compensation described below in lawful currency of the United States. All sums are exclusive of taxes and any required withholdings unless otherwise stated.

Reimbursable expenses (if any) shall be pre-approved in writing and invoiced with supporting documentation. Service Provider's travel, lodging, and third-party costs shall be reimbursed only if expressly authorized.

3. Term and Termination

The term of 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 the breaching party fails to cure the breach within the notice period set forth above. Client may terminate for convenience upon written notice and payment of all amounts due through the effective termination date plus any reasonable wind-down costs actually incurred by Service Provider.

4. Confidentiality

"Confidential Information" means all non-public business, technical and financial information disclosed by one party to the other, whether disclosed in writing, orally, or by inspection of tangible objects. Each party agrees: (a) to hold Confidential Information of the other in strict confidence using at least the same degree of care it uses to protect its own Confidential Information, but in no event less than reasonable care; (b) not to use Confidential Information except as necessary to perform obligations under this Agreement; and (c) not to disclose Confidential Information to any third party without prior written consent of the disclosing party, except as required by law or to that party's employees, contractors, or advisors on a need-to-know basis who are bound to confidentiality obligations no less protective than this Agreement.

5. Intellectual Property and Work Product

Unless otherwise agreed in writing, all deliverables and work product created specifically for Client under this Agreement shall be deemed "work made for hire" and, to the extent not a work made for hire, Service Provider hereby assigns to Client all right, title and interest in such deliverables upon full payment. Service Provider shall retain ownership of its pre-existing materials, tools, methodologies and know-how, but grants Client a non-exclusive, royalty-free license to the extent necessary for Client's use of the deliverables.

6. Independent Contractor; Taxes

The parties acknowledge that Service Provider is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Service Provider shall be responsible for all taxes and statutory contributions arising out of payments to Service Provider and shall indemnify Client for any such obligations improperly withheld or unpaid.

7. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims, losses or liabilities arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS FOR THIRD-PARTY CLAIMS OR A PARTY'S WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. Notices

All notices shall be in writing and delivered to the addresses set forth above (or such other address as a party may specify by written notice). Notices are effective upon personal delivery, confirmed overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, certified mail return receipt requested.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict-of-laws principles. Any dispute arising under or in connection with this Agreement shall be resolved in the state or federal courts located within that jurisdiction.

10. Entire Agreement; Amendment

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

11. Miscellaneous

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to execute such further documents and take such further actions as may be necessary to give effect to the intent of this Agreement.

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