Business Services Agreement Muzaffar Muminov

BUSINESS SERVICES AGREEMENT — MUZAFFAR MUMINOV

This Business Services Agreement (the "Agreement") is made and entered into as of the date of signature below by and between:

Client Name:    Client Address:

Service Provider Name:    Service Provider Address:

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business services as described herein and Service Provider has the qualifications, experience, and ability to provide such services on the terms set forth in this Agreement.

WHEREAS, Service Provider represents that Service Provider is engaged in the business of providing professional business services and will perform such services as an independent contractor, and not as an employee of Client.

WHEREAS, the parties wish to set forth the terms and conditions governing the provision of services and the compensation to be paid for those services.

Scope of Work

Service Provider shall provide the services described above in a professional and workmanlike manner consistent with industry standards. Any material changes to the scope of work must be agreed in writing by both parties prior to performance.

Payment Terms

Payments are due in accordance with the payment schedule above. Unless otherwise specified, invoices are due within days of receipt. Client shall pay undisputed amounts in full and on time.

Any undisputed amount not paid within the payment terms shall accrue interest at the lesser of % per month or the maximum rate permitted by applicable law, and Client shall reimburse Service Provider for all reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for any material breach by the other party that remains uncured for a period of days after written notice of such breach. In addition, either party may terminate this Agreement without cause upon days' prior written notice to the other party.

Upon termination for any reason, Client shall pay Service Provider for all services properly performed through the effective date of termination and for any non-cancellable obligations incurred by Service Provider prior to termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other in any form that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, and (c) not disclose Confidential Information to third parties except as required by law or with the disclosing party's prior written consent.

Confidentiality obligations will not apply to information that the receiving party can demonstrate: (i) was known to the receiving party without obligation of confidentiality prior to disclosure; (ii) is or becomes publicly known through no wrongful act of the receiving party; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of Confidential Information.

Relationship of the Parties

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

Independent Contractor:   The parties acknowledge that Service Provider shall perform services as an independent contractor.

Indemnification

Each party shall indemnify and hold harmless the other party from and against any losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by the indemnifying party's negligence, willful misconduct, or material breach of this Agreement.

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 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 attachments or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations, commitments, and communications, whether oral or written. No waiver, amendment, or modification of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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