Business Services Agreement Sean Pennala

BUSINESS SERVICES AGREEMENT — SEAN PENNALA

This Business Services Agreement (the "Agreement") is entered into as of the date set forth below by and between Client Name: and Service Provider Name: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain professional business services described in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, qualifications and capacity to perform such services and is willing to provide those services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for 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 below in a professional and workmanlike manner in accordance with industry standards. The specific tasks, deliverables and milestones are described in the Scope of Work.

2. PAYMENT TERMS

Client shall pay Service Provider compensation as set forth below. Unless otherwise expressly agreed in writing, all payments are non-refundable and payable in United States dollars.

Service Provider will submit invoices in accordance with the payment schedule. Unless otherwise agreed, Client shall pay each undisputed invoice within days of receipt. Payment shall be made to the payee designated on the invoice.

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall pay all reasonable costs of collection, including attorneys' fees.

3. TERM AND TERMINATION

This Agreement commences on Commencement Date: and shall continue in effect until Completion Date: , unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for convenience upon prior written notice to the other Party of no fewer than days. Either Party may terminate immediately for material breach by the other Party if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one Party to the other, whether disclosed orally, visually or in writing, 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. Confidential Information includes, without limitation, trade secrets, business plans, client lists, pricing, technical information and any work product arising from the services.

The receiving Party shall (a) use Confidential Information only for the purpose of performing its obligations under this Agreement; (b) take reasonable measures to protect the confidentiality of the Confidential Information; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was in the receiving Party's possession prior to disclosure as shown by written records; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of the disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain confidential for as long as they qualify as trade secrets under applicable law.

5. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each Party represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations hereunder. Service Provider represents that the services will be performed in a professional manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Service Provider shall indemnify and hold harmless Client from and against any third-party claims arising out of Service Provider's gross negligence or willful misconduct in the performance of the services. Client shall indemnify and hold harmless Service Provider from and against any third-party claims arising out of Client's willful misconduct or material breach of this Agreement.

6. LIMITATION OF LIABILITY

Except for liabilities arising from willful misconduct, gross negligence, or breach of confidentiality, neither Party shall be liable to the other for any indirect, incidental, consequential, special or punitive damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of either Party for any claim arising under this Agreement shall not exceed the total amounts paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

7. INSURANCE

Service Provider shall maintain, at its expense, commercial general liability and professional liability insurance in amounts customary in the industry and sufficient to cover its obligations under this Agreement. Upon Client's request, Service Provider shall provide certificates of insurance evidencing such coverage.

8. 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 any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that state unless the Parties mutually agree to alternate dispute resolution in writing.

9. ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments (if any), 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 or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

10. MISCELLANEOUS PROVISIONS

Neither Party may assign this Agreement without the prior written consent of the other, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices shall be given in writing to the addresses set forth below.

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