Business Services ANDROGA

BUSINESS SERVICES AGREEMENT — ANDROGA

RECITALS

This Business Services Agreement (the Agreement) is entered into between Client Name: and Service Provider: .

WHEREAS, Client requires certain business services described herein to support Client's operations, and Service Provider represents that it has the expertise, personnel and resources to perform such services in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the terms by which Service Provider will provide such services to Client, including compensation, confidentiality obligations and other responsibilities.

SCOPE OF WORK

Service Provider shall furnish the services, deliverables and milestones described below (the Services). The Services shall include the tasks, deliverables, acceptance criteria and any deliverable schedule specified in the Scope of Work field. Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

In consideration for the performance of the Services, Client shall pay Service Provider the fees set forth below in accordance with the payment schedule. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered to the other party no fewer than days prior to the effective termination date. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice. Termination shall not relieve Client of its obligation to pay for Services rendered and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, 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. Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who need access to perform the Services and who are bound by confidentiality obligations substantially similar to those herein. Confidential Information does not include information that is or becomes publicly known through no fault of the recipient, was lawfully known by recipient prior to disclosure, or is independently developed by recipient without use of the disclosing party's Confidential Information.

Breach of confidentiality shall entitle the injured party to injunctive relief in addition to any other remedies at law or in equity.

INTELLECTUAL PROPERTY; LICENSES

Unless otherwise agreed in writing, Service Provider retains all intellectual property rights in materials, methodologies and tools developed prior to or independently of this Agreement. Client shall own deliverables specifically created for Client and paid for in full under this Agreement, subject to Service Provider's retention of any underlying pre-existing proprietary tools and general know-how. Service Provider hereby grants Client a non-exclusive, perpetual license to use the deliverables for Client's internal business purposes, subject to payment in full of all amounts due.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's negligent acts, willful misconduct or material breach of this Agreement. EXCEPT FOR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration in the designated governing state, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including any exhibits or statements of work attached hereto, 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 modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of Parties: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, joint venture, agency, partnership or franchise relationship between the parties. Notices must be in writing and delivered to the addresses set forth below or to such other address as a party may specify in writing.

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