Business Administration Instructions

BUSINESS ADMINISTRATION INSTRUCTIONS

Client Name:    Service Provider Name:

RECITALS

WHEREAS, Client desires to retain Service Provider to perform administrative and business management services described in this document, and Service Provider has the experience and capacity to provide such services; and

WHEREAS, the parties agree that the performance, payment terms, confidentiality and other obligations set forth below will govern their relationship for the administration of Client's business matters; and

WHEREAS, the parties intend for these Business Administration Instructions to constitute a binding agreement establishing the scope, compensation, term and administrative procedures applicable to the services described herein.

EFFECTIVE DATE

Effective Date:

SCOPE OF WORK

Service Provider shall perform business administration and management tasks as requested by Client. Typical duties include, without limitation, bookkeeping oversight, vendor management, contract administration, payroll coordination, scheduling, reporting and advisory services as set forth below. Service Provider shall exercise reasonable care and professional skill in the performance of all duties.

PAYMENT TERMS

Compensation: Client shall pay Service Provider in accordance with the fee schedule set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Client shall reimburse reasonable, documented out-of-pocket expenses incurred by Service Provider in performing the services, provided that expenses in excess of a mutually agreed threshold are pre-approved in writing by Client.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach that is not cured within 10 days of written notice of that breach, or immediately for reasons of insolvency or bankruptcy of the other party.

Upon termination, Service Provider shall deliver to Client all work in progress, and Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, financial, technical and other information disclosed by one party to the other, whether disclosed orally, in writing or by inspection, 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. Service Provider shall hold all Confidential Information in strict confidence and shall not disclose or use Confidential Information except as necessary to perform services under this Agreement or as required by law.

Confidentiality obligations shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Upon termination or upon written request, the receiving party shall promptly return or destroy Confidential Information and certify such return or destruction in writing. The parties acknowledge that breach of this Section may cause irreparable harm and agree that the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

LIMITATION OF LIABILITY; INDEMNIFICATION

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. Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's negligence or willful misconduct in connection with performance under this Agreement.

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 courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT; MODIFICATION

This Agreement, together with any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral. No amendment, modification or waiver shall be effective unless in writing and signed by duly authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, certified or registered.

ADDITIONAL PROVISIONS

Severability: If any provision of this Agreement is held invalid or unenforceable, such provision shall be stricken and the remainder shall remain in full force and effect. Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or a change of control.

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