Business Services Agreement for Gabriel Becerra

BUSINESS SERVICES AGREEMENT FOR GABRIEL BECERRA

This Business Services Agreement ("Agreement") is made and entered into as of (the "Effective Date"), by and between:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, project management, technical support and related advisory services; and

WHEREAS, Client desires to engage Service Provider to perform certain services described herein, and Service Provider is willing to perform such services pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the services described in this Section and any attached exhibits. The core services to be provided consist of the following:

Service Provider shall exercise commercially reasonable efforts to meet any stated schedule. Any change in scope will require a written change order executed by both parties that details any adjustments to fees or schedule.

2. PAYMENT TERMS

Client shall pay Service Provider for the services performed as follows:

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of or the maximum permitted by applicable law. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees, for overdue amounts.

3. TERM AND TERMINATION

This Agreement commences on and shall continue in effect until , unless earlier terminated as provided below.

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

4. CONFIDENTIALITY

Each party (the "Recipient") acknowledges that, in the course of performance, it may have access to confidential and proprietary information of the other party (the "Discloser"). Confidential Information includes business plans, financial information, customer lists, technical data, trade secrets, and other non-public information identified as confidential or that reasonably should be understood to be confidential given the nature of the information.

The Recipient shall: (a) use Confidential Information solely for the purposes of performing this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available through no fault of the Recipient; (ii) was rightfully in the Recipient's possession prior to disclosure; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Recipient without use of the Discloser's Confidential Information.

Upon termination or expiration of this Agreement, the Recipient shall promptly return or destroy the Discloser's Confidential Information and certify such return or destruction upon request.

5. INDEPENDENT CONTRACTOR; TAXES

Service Provider is an independent contractor and is not an employee, partner, or agent of Client. Service Provider shall be solely responsible for all federal, state and local taxes, insurance premiums, and other obligations arising from compensation paid under this Agreement. Nothing in this Agreement shall be construed to create a joint venture, partnership or employment relationship between the parties.

6. REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the full power and authority to enter into and perform this Agreement. Service Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, in no event shall either party be liable to the other for indirect, incidental, special or consequential damages, and each party's aggregate liability for direct damages shall be limited to the amounts actually paid by Client to Service Provider under this Agreement during the six (6) months preceding the event giving rise to the claim.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict-of-law principles. The parties agree that the state and federal courts located within that state shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No modification or amendment of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliated entity or in connection with a sale of substantially all its assets. Notices shall be in writing and delivered to the addresses set forth above or such other address as either party designates in writing.

The parties acknowledge that they have read and understand this Agreement, and that they intend to be legally bound by its terms.

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