Action Business Service Plan

ACTION BUSINESS SERVICE PLAN

This Action Business Service Plan (the "Plan") is entered into as of Effective Date:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business improvement, operational, and advisory services described in this Plan, and Service Provider represents that it has the experience and capability to provide such services in accordance with the terms set forth herein.

WHEREAS, the parties wish to set forth the scope, deliverables, payment terms, confidentiality obligations, and other material terms governing the services to be provided under this Plan.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

1. SCOPE OF WORK

Service Provider shall perform the services and deliver the work products described below (collectively, the "Services"). The Services shall be performed in a professional manner consistent with industry standards.

MILESTONE SCHEDULE

The parties agree the following milestones and associated target dates and acceptance criteria shall govern phased delivery, where applicable.

Target Date:

Target Date:

Target Date:

2. PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth below in consideration for the Services. All fees are exclusive of applicable taxes unless otherwise stated.

One-time payment upon acceptance    Monthly installments    Milestone-based payments

Late payments shall accrue interest at the rate specified above or the maximum rate permitted by applicable law, whichever is lower. Client shall also reimburse Service Provider for reasonable collection costs.

3. TERM AND TERMINATION

This Plan shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

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

Upon termination, Client shall pay Service Provider for all Services performed and expenses reasonably incurred through the effective date of termination. Service Provider shall deliver all work-in-progress and, upon Client's request, reasonable assistance to effect an orderly transition.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written, electronic or tangible, that is designated as confidential or that, by its nature, ought reasonably to be treated as confidential. Confidential Information excludes information that: (a) is or becomes public without breach; (b) was known to the recipient prior to disclosure as evidenced by written records; (c) is lawfully received from a third party without breach of an obligation of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

Each party shall: (i) use Confidential Information only to perform its obligations under this Plan; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (iii) not disclose Confidential Information to third parties except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Notwithstanding the foregoing, trade secrets shall remain confidential for so long as they qualify as trade secrets under applicable law. Disclosure required by law is permitted only after reasonable prior notice to the disclosing party to enable it to seek protective relief.

5. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Service Provider's cumulative liability for claims arising from this Plan shall not exceed the total fees paid by Client to Service Provider under this Plan in the twelve (12) months preceding the claim.

6. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and nothing in this Plan shall be deemed to create an employment, agency, joint venture or partnership relationship between the parties. Service Provider shall be solely responsible for all taxes, withholdings and other statutory obligations.

7. GOVERNING LAW

This Plan shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Each party consents to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

8. ENTIRE AGREEMENT; AMENDMENT

This Plan, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior understandings, negotiations and agreements, whether written or oral. Any amendment or modification of this Plan must be in writing and signed by authorized representatives of both parties.

9. NOTICES

All notices required or permitted under this Plan shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice to the other. Notices shall be deemed given when personally delivered, sent by nationally recognized courier, or sent by certified mail, return receipt requested.

10. MISCELLANEOUS

If any provision of this Plan is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The headings in this Plan are for convenience only and shall not affect interpretation. No waiver of any breach shall constitute a waiver of any other breach.

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