Business Services Amelia

BUSINESS SERVICES AMELIA

This Business Services Agreement (the Agreement) is entered into as of between the parties identified below.

PARTIES

Business Services Amelia

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business support services including administrative support, project coordination, and advisory services; and

WHEREAS, Client desires to engage Service Provider to perform certain services under the terms and conditions set forth in this Agreement and Service Provider is willing to perform such services for the compensation set forth herein;

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

SCOPE OF WORK

Service Provider shall provide the services described below (Services). Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in exchange for the Services. Fees are non-refundable unless otherwise specified in writing.

Unless otherwise agreed in writing, Client shall also reimburse reasonable, pre-approved expenses incurred by Service Provider in connection with performance of the Services upon presentation of supporting documentation.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice. Either party may terminate without cause upon providing the notice period set forth above. Upon termination, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or other information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall (a) hold the disclosing party's Confidential Information in strict confidence, (b) use it only to perform its obligations under this Agreement, and (c) not disclose such Confidential Information to any third party except to employees, contractors or advisers who need to know and who are bound by obligations at least as protective as those in this Agreement. Confidential Information does not include information that is or becomes publicly available without breach, already known by the receiving party without restriction, or lawfully obtained from a third party not bound by confidentiality.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and tools. Client receives a limited, non-exclusive license to any deliverables expressly identified as work-for-hire upon full payment; Service Provider retains the right to use general techniques, know-how, and non-confidential methodologies developed in connection with the Services.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence or willful misconduct, neither party will be liable for consequential, incidental, special, punitive or indirect damages. The aggregate liability of each party arising out of or relating to this Agreement will not exceed the fees paid by Client to Service Provider under this Agreement in the six months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the state specified above without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices are effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing herein creates an employment, partnership or agency relationship. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its business.

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