Business Services Accuserve

BUSINESS SERVICES ACCUSERVE

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

RECITALS

WHEREAS, Client requires certain business services, including but not limited to strategic consulting, operational support, and technical integration, as further described in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and technical capability to perform the required services and is willing to provide such services to Client on the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality and other terms and conditions governing the parties' relationship.

SCOPE OF WORK

Service Provider shall provide the services described below. The parties may modify the scope only by a written change order signed by authorized representatives of both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth below in consideration for the services. All fees are exclusive of applicable taxes unless otherwise stated.

Client shall also reimburse Service Provider for pre-approved out-of-pocket expenses reasonably incurred in performing the services upon submission of supporting documentation.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue 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 immediately for material breach if the breach is not cured within 30 days after written notice of such breach.

Upon termination, Service Provider shall deliver to Client all work product completed up to the date of termination and Client shall promptly pay for services rendered and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public or proprietary information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) 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; and (iii) not disclose Confidential Information to any third party except to employees, contractors or agents who need to know such information and who are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that is or becomes generally available to the public through no act or omission of the recipient or which is rightfully received by the recipient without restriction from a third party.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or infringement of third-party intellectual property rights, neither party shall be liable to the other for consequential, incidental, indirect, special, punitive or exemplary damages, even if advised of the possibility of such damages. The total aggregate liability of either party for claims arising out of or relating to this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Service Provider shall indemnify, defend and hold harmless Client from third-party claims to the extent arising from Service Provider's negligence or willful misconduct in the performance of services. Client shall indemnify, defend and hold harmless Service Provider from third-party claims to the extent arising from Client's breach of this Agreement or misuse of the deliverables.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Service Provider is solely responsible for all taxes, withholdings and other statutory or contractual obligations of any sort.

NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice to the other in accordance with this Section.

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.

ENTIRE AGREEMENT

This Agreement, including any attachments and exhibits 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, representations, and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

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