Alex Business Services Agreement

ALEX BUSINESS SERVICES AGREEMENT

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

Client Name:    Service Provider Name:

RECITALS

WHEREAS, Client desires to obtain certain business services from Service Provider and Service Provider has the capacity and expertise to provide such services under the terms set forth in this Agreement; and

WHEREAS, the parties wish to define their respective rights and obligations with respect to the performance, payment and protection of Confidential Information as set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and 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 and any ancillary tasks reasonably necessary to accomplish the described results. The scope may be amended only by written Change Order signed by both parties.

2. PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider as follows. All fees are exclusive of taxes, which shall be the responsibility of the party required to collect or remit such taxes under applicable law.

If any undisputed invoice is not paid within days after the due date, interest shall accrue at the lesser of (a) % per month or (b) the maximum rate permitted by law, plus all reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue 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 delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the nature of the breach. Termination shall not relieve Client of its obligation to pay for Services rendered and expenses incurred prior to termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public business, technical or financial information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") in any form that is designated as confidential or that, under the circumstances, a reasonable person would understand to be confidential. The Receiving Party shall (a) hold Confidential Information in strict confidence; (b) use such Confidential Information solely to perform its obligations under this Agreement; and (c) restrict disclosure to those of its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

The foregoing obligations shall not apply to information that (i) is or becomes publicly available other than through a breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates reasonably to limit the disclosure.

5. REPRESENTATIONS AND WARRANTIES; INSURANCE

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement and that its performance will not violate any agreement with any third party. Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Client's sole and exclusive remedy for breach of the foregoing warranty is re-performance of the deficient Services or a refund of amounts paid for such deficient Services at Service Provider's option.

6. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents (the "Indemnified Party") from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) the Indemnifying Party's breach of this Agreement; or (b) the gross negligence or willful misconduct of the Indemnifying Party in performing its obligations hereunder. The Indemnified Party shall provide prompt written notice of any claim and shall reasonably cooperate in the defense and settlement thereof.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

10. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

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