Business Service Attachment

BUSINESS SERVICE ATTACHMENT

Parties and Attachment Purpose

This Business Service Attachment (the "Attachment") is entered into as of by and between the parties identified below and is incorporated into and governed by the terms of the Master Services Agreement between the parties.

WHEREAS

WHEREAS, Service Provider has expertise in providing the services described in this Attachment; and

WHEREAS, Client desires to engage Service Provider to perform such services under the terms and conditions set forth in this Attachment; and

WHEREAS, the parties agree that this Attachment shall define the scope, deliverables, schedule, fees and other commercial terms specific to the services described below.

Scope of Work

Payment Terms

Total Fee: $

Invoices shall be rendered by Service Provider to Client in accordance with the payment schedule and are due within days of receipt. Any undisputed amounts not paid when due shall accrue interest at a rate of per month (or the maximum permitted by law), calculated daily.

Term and Termination

This Attachment shall commence on and shall continue until unless earlier terminated in accordance with this Attachment.

Either party may terminate this Attachment for convenience upon days' prior written notice to the other party. Termination for cause shall be permitted upon material breach that remains uncured for thirty (30) days following written notice of such breach.

Confidentiality

Each party acknowledges that in the performance of this Attachment it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. Receiving party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses for its own confidential information but no less than reasonable care; (b) not use Confidential Information for any purpose other than performing obligations under this Attachment; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Attachment. Obligations of confidentiality do not apply to information that is or becomes publicly available through no breach, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information.

By checking the box below, the signer acknowledges receipt of Confidential Information and agrees to the confidentiality obligations set forth above.

I acknowledge and agree

Insurance; Indemnity

Service Provider shall maintain insurance coverage reasonably appropriate for the services to be performed, including commercial general liability and professional liability where applicable. Service Provider agrees to indemnify and hold harmless Client from third party claims arising out of Service Provider's gross negligence or willful misconduct in the performance of services under this Attachment, except to the extent such claims result from Client's negligence or breach.

Governing Law

This Attachment shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

Entire Agreement; Amendment

This Attachment, together with the Master Services Agreement and any referenced exhibits or schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof, superseding all prior and contemporaneous agreements and understandings. Any amendment to this Attachment must be in writing and signed by authorized representatives of both parties.

Notice

Dispute Resolution

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Attachment through negotiation between senior representatives. If resolution is not achieved within thirty (30) days, the parties may pursue litigation in the courts located in the governing state or pursue other remedies as permitted under the Master Services Agreement.

Miscellaneous

Nothing in this Attachment shall be deemed to create a partnership, joint venture, employment, or agency relationship between the parties. If any provision of this Attachment is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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