Business Services Agreement Green Park

Business Services Agreement — Green Park

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional services related to site operations, landscaping, maintenance, and related business services at the property known as Green Park; and

WHEREAS, Client desires to retain Service Provider to perform the services described herein and Service Provider agrees to perform such services on the terms and conditions set forth in this Agreement.

1. Scope of Work

Service Provider shall perform the services described below at Green Park and shall furnish all labor, materials, equipment and supervision necessary to complete the work in a professional and workmanlike manner in accordance with industry standards.

2. Payment Terms

Client shall pay Service Provider the compensation described below in consideration of the services performed under this Agreement. All fees are exclusive of taxes unless otherwise stated.

Payments are due within days of receipt of a proper invoice. Late payments shall incur a late fee of per month on the unpaid balance, or the maximum rate permitted by law, whichever is less.

3. Term and Termination

The term of 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 providing days prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice of the breach.

4. Confidentiality

Each party acknowledges that during performance of this Agreement it may receive or have access to confidential or proprietary information of the other party ("Confidential Information"). Each party agrees to (a) use Confidential Information solely for the performance of this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but not 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 restrictive than those set forth herein. Confidential Information does not include information that is or becomes publicly available through no wrongful act of the receiving party, was lawfully in the receiving party's possession prior to disclosure by the disclosing party, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

5. Independent Contractor; Insurance

Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Service Provider shall maintain at its expense all insurance coverages required by law and customary for the services provided, including commercial general liability and workers' compensation insurance where applicable. Upon request, Service Provider shall provide certificates of insurance evidencing such coverage.

6. Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special or punitive damages, and the aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees paid or payable to Service Provider under this Agreement during the twelve (12) months immediately 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 its conflict of laws principles. The parties agree that the state and federal courts located in the chosen forum shall have exclusive jurisdiction to resolve disputes arising under this Agreement.

8. Entire Agreement; Amendments

This Agreement, including 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 written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

9. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested.

10. Miscellaneous

If any provision of this Agreement is held to be unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality provisions and each party shall be entitled to seek injunctive relief in addition to any other remedy available at law or equity.

Signatory Representatives

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