Business Services Agreement Stoltz Management

BUSINESS SERVICES AGREEMENT — STOLTZ MANAGEMENT

This Business Services Agreement ("Agreement") is made and entered into as of Effective Date: by and between Service Provider: and Client: .

RECITALS

WHEREAS, Service Provider represents that it has experience and expertise providing business management, consulting, administrative and operational services, and is willing to provide such services to Client on the terms set forth herein; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider is willing to perform such services in accordance with the terms and conditions set forth below; and

WHEREAS, the parties intend by this Agreement to define their respective rights and obligations with respect to the provision and receipt of such services.

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services"). Service Provider will exercise commercially reasonable efforts, skill and care in performing the Services and will comply with all applicable laws and regulations in doing so.

PAYMENT TERMS

As consideration for the Services, Client shall pay Service Provider fees and reimbursements in accordance with this section.

Past due amounts shall accrue interest at a rate of % per month (or the maximum rate permitted by law), plus any collection costs. In addition, Client shall pay a late fee of for any invoice unpaid beyond the stated payment term.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing the other party written notice as set forth above. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall cease performance and submit a final invoice for Services performed through the effective date of termination. Client shall pay all undisputed amounts within the agreed payment terms. Each party shall promptly return or destroy Confidential Information of the other in its possession as required by the Confidentiality section.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Each receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) not use Confidential Information except to perform its obligations under this Agreement; and (iii) 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 at least as protective as those herein.

Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully in receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information. If disclosure is compelled by law, the receiving party shall provide prompt notice to the disclosing party to allow it to seek a protective order or other appropriate remedy.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute is not resolved by negotiation within thirty (30) days, either party may pursue any available legal or equitable remedies in the courts of the specified State.

MISCELLANEOUS PROVISIONS

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, agency, partnership or joint venture relationship between the parties. Service Provider is solely responsible for all taxes and other statutory obligations arising from the performance of the Services.

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

Limitation of Liability: Except for breaches of confidentiality, a party's indemnification obligations, and liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for any incidental, consequential, indirect, special or punitive damages, whether in contract, tort or otherwise, even if advised of the possibility of such damages. The aggregate liability of either party for direct damages arising under or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) month period preceding the event giving rise to liability.

Assignment: Neither party may assign or transfer its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall replace the invalid provision with a valid provision that, to the extent possible, achieves the original intent.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

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