Business Services Alcosan

BUSINESS SERVICES ALCOSAN

This Business Services Agreement ("Agreement") is entered into as of by and between Client Name: , with a principal place of business at ("Client"), and Service Provider Name: , with a principal place of business at ("Provider").

WHEREAS

WHEREAS, Client requires certain business services, including project management, operational support, and related consulting services for the Client's municipal and industrial accounts; and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to perform the services described in this Agreement in a professional and timely manner; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services.

SCOPE OF WORK

Provider shall perform the services described below in accordance with the schedule and standards set forth herein. Provider will provide personnel, tools, and management necessary to perform the services and will coordinate with Client representatives as requested.

PAYMENT TERMS

Client shall pay Provider for services performed under this Agreement in accordance with the following terms. All payments are due in United States Dollars and shall be paid without offset or deduction.

Invoices shall be submitted in writing and are due within the number of days set forth in the Payment Schedule above. Disputed amounts must be submitted to Provider in writing within fifteen (15) days of receipt of the invoice; undisputed amounts remain payable as provided herein. Late fees shall accrue on past-due balances at the rate set forth above, or the highest rate permitted by law, whichever is lower.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice 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.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information from the other. "Confidential Information" means non-public information disclosed by a 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. The receiving party shall (i) protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information only for purposes of performing under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or agents 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 is or becomes publicly known through no wrongful act of the receiving party, independently developed by the receiving party without use of the disclosing party's Confidential Information, or rightfully received from a third party without restriction.

INDEMNIFICATION

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Provider's negligent acts, omissions or willful misconduct in the performance of services under this Agreement, except to the extent caused by Client's negligence or willful misconduct.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of either party for any and all claims arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, 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.

GENERAL PROVISIONS

If any provision of this Agreement is held to be invalid or 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 party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

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