Business Services Altima

BUSINESS SERVICES AGREEMENT — ALTIMA

This Business Services Agreement (the "Agreement") is made effective as of by and between Service Provider: and Client Name: .

RECITALS

WHEREAS, Service Provider is in the business of providing professional business services, including consulting, project management, and operational support, and possesses the personnel, skills and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform such services for the benefit of Client on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall provide the services described above in a professional and workmanlike manner in accordance with industry standards. Service Provider shall assign qualified personnel to perform services and shall supervise and be responsible for the work performed by its personnel.

2. PAYMENT TERMS

Invoices shall be submitted by Service Provider and are payable within days of invoice receipt. All payments shall be made in lawful currency to the account designated by Service Provider.

Late payments shall accrue interest at the lesser of (i) a rate of % per month or (ii) the maximum rate permitted by applicable law. In addition to interest, Client shall be responsible for any collection costs, including reasonable attorney fees, incurred by Service Provider in enforcing payment.

3. TERM AND TERMINATION

This Agreement shall commence on the Start Date: and shall continue in effect until the End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within 15 days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred prior to the effective date of termination.

4. CONFIDENTIALITY

Each party (a "Recipient") shall hold in strict confidence all non-public information disclosed by the other party (a "Discloser") 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"). Recipient shall not disclose Confidential Information 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 set forth herein.

Confidential Information shall not include information that (a) was known to Recipient prior to disclosure without obligation of confidentiality, (b) is or becomes publicly known through no breach by Recipient, (c) is lawfully received from a third party without restriction, or (d) is independently developed by Recipient without use of Confidential Information. Upon termination or written request, Recipient shall return or destroy Confidential Information as directed by Discloser.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue for so long as such information qualifies as a trade secret under applicable law.

5. 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 shall be solely responsible for withholding and paying all employment-related taxes and other statutory obligations for its personnel.

6. LIABILITY; INSURANCE

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special or punitive damages. Service Provider shall maintain insurance appropriate to the services provided, including commercial general liability and professional liability coverage, and shall provide evidence of such coverage upon Client's reasonable request.

7. GOVERNING LAW

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

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by notice). Notices are effective upon receipt.

10. MISCELLANEOUS

If any provision of this Agreement is held unenforceable or invalid, such provision shall be struck and the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other breach. The parties confirm that they have authority to enter into this Agreement.

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