Business Services AOSINC

Business Services Agreement — AOSINC

This Business Services Agreement (the Agreement) is made and entered into as of by and between:

Recitals

WHEREAS, Service Provider represents that it has the experience, personnel and capability to provide the business services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider on a non-exclusive basis to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the performance of services, compensation and confidentiality.

Scope of Work

Service Provider shall perform the services described below and any additional services the parties mutually agree to in writing. The parties acknowledge that the Scope of Work defines deliverables, acceptance criteria, and any applicable milestones.

Payment Terms

Client shall pay Service Provider the fees and reimbursements set forth below in consideration for the Services rendered. All fees are exclusive of taxes unless otherwise specified.

Expense reimbursements are allowed only if pre-approved in writing by Client.

Term and Termination

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

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. For material breach, the non-breaching party may terminate if the breaching party fails to cure within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and authorized expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

Confidentiality

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" includes non-public business, technical, financial, and customer information disclosed directly or indirectly. The recipient shall (i) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly available other than through breach of this Agreement, (b) was rightfully in the recipient's possession prior to receipt from the discloser, (c) is independently developed without use of the discloser's Confidential Information, or (d) is required to be disclosed by law, provided the recipient gives prompt notice to the discloser to seek a protective order.

Governing Law; Jurisdiction

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 submit to the exclusive jurisdiction of the courts located in for resolution of disputes arising from this Agreement.

Representations, Warranties and Independent Contractor

Each party represents and warrants that it has full power and authority to enter into this Agreement. Service Provider represents that Services will be performed in a professional and workmanlike manner in accordance with industry standards. Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider shall be solely responsible for employment taxes and other statutory obligations for its personnel.

Indemnification; Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third party claims arising from its breach of this Agreement, negligence or willful misconduct. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Service Provider in the twelve (12) month period preceding the claim.

Entire Agreement

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

Notices

Notices shall be given in writing to the addresses set forth below or such other address as a party may designate by notice in accordance with this Section.

Additional Provisions

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