Business Service Draft

BUSINESS SERVICE AGREEMENT — DRAFT

This Business Service Agreement (the Agreement) is entered into effective as of by and between Client Name: with principal place of business at and Service Provider: with principal place of business at .

Recitals

WHEREAS, Client requires certain business services as further described in this Agreement and desires to retain Provider to perform such services under the terms set forth herein; and

WHEREAS, Provider represents that it possesses the experience, personnel, facilities and resources necessary to perform the services and is willing to perform such services for Client in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the engagement and performance of services.

Scope of Work

Payment Terms

Client agrees to pay Provider for the Services a total fee of (the Fee). Payment shall be made in accordance with the schedule set forth below.

If any undisputed amount due is not paid within days after the due date, interest shall accrue on the past due balance at the lesser of (a) or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

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

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

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether in writing, orally or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information expressly includes Client data, trade secrets, pricing, business plans, and technical information, but does not include information that (i) is or becomes publicly known through no breach of this Agreement, (ii) was rightfully in the receiving party's possession prior to disclosure, (iii) is rightfully 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.

The receiving party shall: (a) protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) limit disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less restrictive than those herein. Upon termination or upon written request, the receiving party shall return or destroy all Confidential Information and certify such return or destruction in writing.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or breach of its representations and warranties under this Agreement.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Notices

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties shall first attempt to resolve any dispute through good faith negotiation. If negotiation fails, the parties agree that any unresolved dispute shall be submitted to binding arbitration before a single arbitrator in accordance with the rules agreed by the parties; the arbitration shall take place in the county or jurisdiction in which the Client's principal place of business is located, unless otherwise agreed in writing.

Entire Agreement; Amendment

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Authority

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that the individual signing on behalf of each party is duly authorized to bind that party.

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