Business Services Agreement with Diamond Vogel

BUSINESS SERVICES AGREEMENT WITH DIAMOND VOGEL

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

Service Provider: Diamond Vogel (referred to herein as "Provider"). Representative:

WHEREAS

WHEREAS, Client desires to retain Provider to perform certain services as described in this Agreement, and Provider has the expertise and resources to perform such services for the Client under the terms set forth below.

WHEREAS, the parties intend to define the scope, compensation, schedule, confidentiality obligations, and other terms governing the provision of services by Provider to Client.

WHEREAS, the parties agree that the terms of this Agreement shall govern all work performed by Provider for Client unless otherwise agreed in writing signed by both parties.

SCOPE OF WORK

Provider shall perform the services described below (the "Services"). Provider shall use commercially reasonable efforts to complete the Services in accordance with the schedule and specifications agreed by the parties.

PAYMENT TERMS

Client shall pay Provider for the Services as set forth below. All amounts are stated in U.S. dollars and exclude applicable taxes unless otherwise specified.

Invoices shall be due and payable within days of invoice date unless otherwise agreed in writing. Overdue amounts shall accrue interest at a rate of from the due date until paid, and Client shall also be responsible for any collection costs and reasonable attorneys' fees incurred by Provider to collect overdue amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination, and Provider shall deliver work in progress to Client consistent with the payment terms herein.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party 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, pricing, business plans, product designs, technical data, and customer lists.

The receiving party shall (a) 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; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall survive termination of this Agreement for a period of from the date of disclosure, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. Exceptions to confidentiality include information that is or becomes publicly available other than through a breach by the receiving party, was known to the receiving party prior to disclosure, or is required to be disclosed by law or court order (provided the receiving party gives prompt notice to the disclosing party to permit protective measures).

INTELLECTUAL PROPERTY; DATA

Unless otherwise agreed in writing, Provider shall retain ownership of Provider's pre-existing intellectual property and methodologies. Client shall own deliverables specifically created for Client under this Agreement upon full payment to Provider, subject to Provider's ownership of its underlying tools, know-how, and general skills. The parties shall cooperate to execute documents necessary to effectuate such transfer of ownership.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of that party's gross negligence or willful misconduct in connection with this Agreement. Neither party shall be liable to the other for indirect, incidental, special or consequential damages, loss of profits, or loss of business opportunity, whether in contract, tort or otherwise, even if advised of the possibility of such damages. Provider's aggregate liability for direct damages arising from this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

INSURANCE; INDEPENDENT CONTRACTOR

Provider shall maintain insurance coverage customary for the industry and sufficient to cover its obligations hereunder. Provider is an independent contractor and not an employee, agent, or partner of Client. Provider shall be responsible for all taxes, withholdings, and benefits applicable to its personnel.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both parties.

NOTICES

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, and shall be deemed given upon personal delivery, three (3) days after deposit in the U.S. mail, or one (1) day after delivery to a nationally recognized overnight courier.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality provisions of this Agreement and that injunctive relief may be an appropriate remedy.

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