Business Services Agreement Cignus LLC

BUSINESS SERVICES AGREEMENT — CIGNUS LLC

Parties

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

Recitals

WHEREAS, Cignus LLC is engaged in the business of providing professional business services, consulting, and technical support as set forth herein; and

WHEREAS, Client desires to retain Cignus LLC to perform certain services and deliverables, and Cignus LLC is willing to perform such services under the terms and conditions of this Agreement; and

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

Scope of Work

Cignus LLC shall perform the services and produce the deliverables described below. Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Cignus LLC the fees set forth below in consideration for the services performed. All payments are due in U.S. dollars unless otherwise agreed in writing.

Invoice milestones and schedule:

Late payments shall incur interest at the lesser of (i) % per month on the outstanding balance, or (ii) the maximum rate permitted by applicable law.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date or until earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for any reason upon written notice to the other party at least days prior to the effective date of termination. Client shall pay for all services performed and expenses incurred through the effective date of termination.

Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days of receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each receiving party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

The obligations of confidentiality do not apply to information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was in the receiving party's lawful possession prior to receipt from the disclosing party; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party to permit the disclosing party to seek protective relief.

Representations; Warranty; Indemnification

Each party represents that it has the full power and authority to enter into this Agreement. Cignus LLC warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, SERVICES ARE PROVIDED "AS IS" AND CIGNUS LLC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Each party shall indemnify and hold harmless the other from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, subject to the indemnified party's compliance with reasonable notice and mitigation requirements.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party shall be liable for indirect, incidental, consequential, special or punitive damages, and the aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid by Client to Cignus LLC under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of without regard to 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 action arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral, relating to the subject matter. No modification, amendment or waiver of any provision of this Agreement will be effective unless 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 remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Cignus LLC may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

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