Acuro Group Business Services Agreement

ACURO GROUP BUSINESS SERVICES AGREEMENT

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

WHEREAS

A. Service Provider is in the business of providing business advisory, administrative, and operational services, including but not limited to project management, process improvement, and administrative support, and possesses the personnel, experience, and capacity to perform the services described herein.

B. Client desires to engage Service Provider to perform business services on the terms and conditions set forth in this Agreement, and Service Provider desires to provide such services to Client.

C. The parties intend that the relationship created by this Agreement shall be governed by the terms below and that both parties shall perform their obligations in good faith and in a commercially reasonable manner.

SCOPE OF WORK

Service Provider shall perform the Services described above in a professional and workmanlike manner consistent with industry standards. Service Provider shall assign qualified personnel, shall remain responsible for the quality of work, and shall coordinate with Client representatives as reasonably requested.

PAYMENT TERMS

Payment is due in accordance with the Payment Schedule above. Unless otherwise agreed in writing, amounts not paid within days of invoice are delinquent and shall accrue the Late Payment Fee specified above. Client shall also be responsible for reasonable collection costs, including attorneys' fees, for amounts not timely paid.

TERM AND TERMINATION

This Agreement commences on the Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party. Either party may terminate this Agreement immediately for material breach by the other party that remains uncured for thirty (30) days following written notice of such breach. Termination shall not relieve Client of any obligation to pay for Services performed or expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means any non-public information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or the circumstances surrounding disclosure, reasonably should be understood to be confidential. Confidential Information excludes information that (a) is or becomes publicly available other than through breach of this Agreement, (b) was already known to the receiving party prior to disclosure as demonstrated by written records, (c) is lawfully obtained from a third party without restriction, or (d) is independently developed without use of Confidential Information.

The receiving party shall (i) 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, (ii) not use Confidential Information except for the performance of this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a strict need to know and who are bound to protect such information on terms at least as restrictive as those in this Agreement. The receiving party may disclose Confidential Information as required by law or judicial order, provided it gives prior notice to the disclosing party to enable it to seek protective relief.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATION OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, joint venture, agency, or partnership relationship. Service Provider shall be solely responsible for all compensation, benefits, taxes, and withholdings for its personnel.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or related to this Agreement.

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, and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right shall not be deemed a waiver of that right. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either party designates in writing.

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