Business Services A.Q.

BUSINESS SERVICES A.Q.

This Business Services Agreement (the Agreement) is entered into as of by and between Service Provider: with principal address , and Client: with principal address .

Recitals

WHEREAS, Service Provider operates a business that provides consulting, technical and administrative services within its area of expertise and has the experience and personnel necessary to perform the services described below; and

WHEREAS, Client desires to engage Service Provider to perform the services set forth in this Agreement on the terms and conditions contained herein; and

WHEREAS, the parties intend that the relationship created by this Agreement be that of independent contractors and that neither party be considered an employee, partner or agent of the other for any purpose.

Scope of Work

Payment Terms

Client shall pay Service Provider for the services performed under this Agreement in accordance with the following terms.

Payment is due within days of receipt of an undisputed invoice. Accepted payment methods:

Late payments shall accrue a late fee equal to the greater of per month or USD, plus any collection costs, including reasonable attorneys' fees, incurred by Service Provider.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) in any form that, by its nature or the circumstances of disclosure, should reasonably be understood to be confidential. Confidential Information includes, without limitation, business plans, pricing, technical data, trade secrets, personnel information and customer lists.

The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own similar information but no less than reasonable care; (b) not disclose Confidential Information to any third party 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 hereunder; and (c) use Confidential Information solely for the performance of this Agreement.

Confidentiality obligations shall survive termination of this Agreement for a period of from the date of disclosure, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law. Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement; (ii) is independently developed by the Receiving Party; or (iii) is rightfully obtained from a third party without restriction.

Representations; Indemnification

Each party represents that it has the full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that the services will be performed in a professional and workmanlike manner consistent with industry standards.

Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, losses or expenses arising from the indemnifying party's negligent acts, willful misconduct, or material breach of this Agreement, except to the extent caused by the other party's negligence or willful misconduct.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, breach of confidentiality, or indemnification obligations, in no event will either party be liable to the other for consequential, incidental, special, punitive or exemplary damages, and the aggregate liability of either party arising out of this Agreement will be limited to the total amounts paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

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 conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If the dispute cannot be resolved within sixty (60) days, the parties may pursue any available legal or equitable remedies.

Entire Agreement

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

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

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