Business Service Lease Agreement

BUSINESS SERVICE LEASE AGREEMENT

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

RECITALS

WHEREAS, Service Provider owns, leases, or otherwise controls the business services, equipment and related personnel necessary to perform the services described herein (the "Services"); and

WHEREAS, Client desires to lease the Services from Service Provider for its business operations and Service Provider is willing to provide such Services on the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend for this Agreement to set forth the mutual covenants, performance obligations, and payment terms governing the provision and lease of the Services.

SCOPE OF WORK

PAYMENT TERMS

Base Lease Fee: $ per .

Late Payment: If any amount due is not paid within days after the due date, Client shall pay interest at the lesser of (i) per month or (ii) the maximum amount permitted by law, plus all collection costs and reasonable attorneys' fees incurred by Service Provider.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach; or (b) becomes insolvent, files for bankruptcy, or has a receiver appointed for substantially all of its assets.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether disclosed orally, in writing or electronically, that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that: (a) is or becomes public other than by breach of this Agreement; (b) was known to the receiving party prior to disclosure; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors and employees from and against any and all third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from a party's breach of its confidentiality obligations, willful misconduct, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, exemplary or punitive damages, and the aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the total fees paid or payable by Client to Service Provider under this Agreement during the three (3) month period preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law provisions. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules or 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 and communications, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses set forth in the introductory paragraph or such other address as either party may designate by notice. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that they have had the opportunity to consult legal counsel prior to executing this Agreement.

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