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BUSINESS SERVICES AGREEMENT — FINAL SIGNNOW DOCUMENTS

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider represents that it has the experience, qualifications, and personnel to perform such services; and

WHEREAS, the parties intend to set forth the terms and conditions under which Service Provider will provide services to Client, including payment terms, confidentiality obligations, and remedies for breach.

PARTIES AND CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The description, deliverables, milestones, and acceptance criteria shall govern the parties' obligations.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses described below in consideration for satisfactory performance of the Scope of Work. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Service Provider will invoice Client in accordance with the Payment Schedule. Invoices not disputed in writing within ten (10) business days of receipt shall be deemed accepted. Client shall remit payment within the invoice terms. Client is responsible for any applicable sales, use or other taxes, except taxes based on Provider's net income.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate immediately for cause upon material breach by the other party that remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Upon termination, Service Provider shall deliver all completed work and work in progress to Client and shall provide reasonable cooperation to effect an orderly wind-down as requested by Client, subject to payment for work performed.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by a disclosing party to the receiving party, whether in writing, orally, 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. Confidential Information includes but is not limited to business plans, customer lists, pricing, technical data, and software.

The receiving party shall (a) maintain the confidentiality of the disclosing party's Confidential Information using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except its employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. The confidentiality obligations do not apply to information that: (i) is or becomes publicly available without breach; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy, at the disclosing party's election, Confidential Information and certify in writing the disposition of such materials.

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 dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous negotiations, proposals, understandings and agreements, whether written or oral, relating to its subject matter. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be deemed to create a partnership, joint venture, employment relationship or agency. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

SIGNATURES

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