Business Service Contract

BUSINESS SERVICE CONTRACT

This Business Service Contract (the "Agreement") is made and entered into as of by and between:

Client Name:    Address:

Service Provider Name:    Address:

RECITALS

WHEREAS, Client desires to obtain certain professional services related to the Client's business operations and has selected Provider to perform those services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it has the necessary qualifications, experience and personnel to perform the services described herein and agrees to perform such services as an independent contractor; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SCOPE OF WORK

Provider shall perform the services and deliverables described below. Provider shall perform services in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

Client shall pay Provider for services rendered in accordance with the fee provisions set forth in this Section. All payments are due in U.S. dollars unless otherwise agreed in writing.

Provider shall submit invoices in writing to Client's billing contact. Unless otherwise provided in this Agreement, undisputed invoices are payable within the time specified in the Payment Schedule. Client shall notify Provider in writing of any disputed invoiced amount within ten (10) days of receipt, specifying the reasons for dispute. Late payments shall bear interest at the rate specified above and Provider may suspend services if payments are more than thirty (30) days past due, after providing seven (7) days' prior written notice.

3. TERM AND TERMINATION

Term: This Agreement begins on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that during performance it may receive Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public business, technical, financial, and other information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the circumstances of disclosure. The Receiving Party agrees to: (a) use the Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to its employees, agents and subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) protect Confidential Information with reasonable care, but no less than a reasonable standard of care.

Confidential Information does not include information that: (i) is or becomes public other than by a breach of this Agreement; (ii) was already in the Receiving Party's possession without restriction; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Disclosure required by law is permitted only after prompt notice to the Disclosing Party and, where feasible, cooperation to seek protective measures.

5. INDEPENDENT CONTRACTOR; INSURANCE

Provider is an independent contractor and not an employee, agent or partner of Client. Provider shall be solely responsible for payment of all compensation and benefits to its personnel and for withholding and payment of all applicable employment taxes. Provider shall maintain insurance coverage appropriate to the services performed and shall provide evidence of such insurance upon Client's reasonable request.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from any third-party claim, loss or damage arising from its breach of this Agreement, negligence, or willful misconduct. Except for liabilities arising from fraud, gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to liability.

7. 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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments 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 written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its business. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party designates in writing.

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