Business Management Service

Business Management Services Agreement

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

Recitals

WHEREAS, the Service Provider is engaged in the business of providing business management, advisory and operational services to businesses of similar scope and complexity to the Client; and

WHEREAS, the Client desires to retain the Service Provider to perform the services described in this Agreement and the Service Provider is willing to provide such services on the terms and conditions set forth herein.

Scope of Work

The Service Provider shall provide business management services to the Client, which may include but are not limited to financial oversight, vendor management, personnel coordination, operational planning, strategic advisory and reporting. The specific services, deliverables and milestones are described below and may be amended by written agreement of the parties.

Payment Terms

In consideration for the services rendered by the Service Provider, the Client shall pay the Service Provider in accordance with the following terms:

The Client will reimburse reasonable, pre-approved out-of-pocket expenses incurred by the Service Provider in connection with performance of the services. Reimbursement shall be paid within thirty (30) days of receipt of documented invoices.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement without cause by providing the other party with written notice at least days prior to the effective date of termination.

Either party may terminate this Agreement immediately for material breach by the other party that is not cured within days after receipt of written notice specifying the breach.

Confidentiality

The parties acknowledge that in the course of performance they will disclose or have access to confidential, proprietary or trade secret information ("Confidential Information"). Each party agrees (a) to maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not to disclose such Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein; and (c) not to use such Confidential Information except to perform its obligations under this Agreement.

Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) is rightfully received by the receiving party from a third party without restriction, or (iii) is independently developed without use of the disclosing party's Confidential Information. Upon termination or expiration of this Agreement, the receiving party shall return or destroy the disclosing party's Confidential Information upon request.

Intellectual Property

Unless otherwise agreed in writing, the Service Provider retains ownership of its pre-existing intellectual property and all methodologies, templates, processes and know-how used in providing the services. Work product specifically created for the Client in the course of performance and paid in full shall be the Client's property; however, the Service Provider may retain copies for its records and internal use, except where such use would disclose the Client's Confidential Information.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's negligence or willful misconduct in performance under this Agreement. EXCEPT FOR WILLFUL MISCONDUCT OR A PARTY'S OBLIGATIONS OF INDEMNITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMPENSATION PAID OR PAYABLE TO THE SERVICE PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notice is effective upon receipt.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to its conflicts of law principles.

Entire Agreement; Amendments

This Agreement, together with any exhibits or written statements of work executed by the parties, 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. Any amendment or modification of this Agreement must be in writing and signed by both parties.

Miscellaneous

The parties are independent contractors. Neither party shall be deemed an agent, employee or partner of the other. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or change of control, provided that the assignee assumes the assigning party's obligations hereunder.

If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

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