Business Services Airgas Document

BUSINESS SERVICES AGREEMENT (AIRGAS)

Parties

This Business Services Agreement (the Agreement) is made effective as of , (Effective Date), by and between:

Service Provider Name: , a company having its principal place of business at .

Client Name: , with principal place of business at .

Recitals

WHEREAS, the Service Provider is engaged in the business of providing industrial gas supply coordination and related business services, including procurement oversight, delivery scheduling, and inventory tracking; and

WHEREAS, the Client desires to retain the Service Provider to perform such services for the Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the full scope of services, compensation, confidentiality protections and other material terms governing their relationship.

Scope of Work

Payment Terms

As consideration for the Services, Client shall pay Service Provider the fees set forth below in accordance with the schedule provided. All amounts are in U.S. Dollars.

Late payments shall bear interest at the lesser of (a) per month (18% per annum) or (b) the maximum rate permitted by applicable law, calculated from the date payment was due until paid in full. Payments overdue by more than days shall be subject to a late fee of in addition to interest.

Term and Termination

The term of this Agreement shall commence on , and shall continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Either party may terminate for material breach effective immediately if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed through the effective date of termination.

Confidentiality

Each party (Receiving Party) shall hold in strict confidence and shall not disclose or use for any purpose other than performance hereunder any Confidential Information of the other party (Disclosing Party). "Confidential Information" means non-public business, technical, pricing, supplier, customer and operational information disclosed in any form. Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the Receiving Party gives prompt notice and cooperates to limit the disclosure.

The obligations of confidentiality shall continue for a period of years following termination or expiration of this Agreement.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider grants Client a nonexclusive, nontransferable license to use deliverables provided under this Agreement solely for Client's internal business purposes. Service Provider retains ownership of preexisting materials, methodologies and tools used to perform the Services. To the extent any deliverable incorporates Service Provider's preexisting intellectual property, Service Provider grants Client a perpetual, royalty-free license to use such preexisting intellectual property incorporated in the deliverable.

Representations; Indemnification

Each party represents that it has full corporate power and authority to enter into this Agreement. Service Provider shall indemnify and hold Client harmless from third-party claims arising from Service Provider's gross negligence or willful misconduct in performing the Services. Client shall indemnify and hold Service Provider harmless from claims arising from Client's misuse of deliverables or Client-provided data.

Limitation of Liability

Except for breaches of confidentiality, willful misconduct, or obligations to indemnify, in no event shall either party be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of 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 the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. Venue for any dispute arising out of this Agreement shall be in the state or federal courts located within that State.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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