Business Services Ashlaw

BUSINESS SERVICES AGREEMENT — ASHLAW

This Business Services Agreement (the "Agreement") is made and entered into as of by and between Service Provider Name: with principal place of business at (hereinafter "Service Provider"), and Client Name: with principal place of business at (hereinafter "Client").

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including advisory, compliance, and administrative support, and represents that it has the skills, experience and resources necessary to perform the services described herein; and

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

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the Services described above in a professional and workmanlike manner in accordance with industry standards. Any material changes to the Scope of Work shall be set forth in a written amendment to this Agreement signed by both parties.

PAYMENT TERMS

All amounts due hereunder are exclusive of applicable sales, use, value-added or similar taxes; Client shall be responsible for payment of all such taxes except taxes based on Service Provider's net income. Service Provider will invoice Client in accordance with the Payment Schedule, and Client shall pay undisputed invoices within days of receipt.

Any undisputed past-due amount shall accrue interest at the rate of per month (or the maximum rate permitted by law, if less), plus all collection costs and attorneys' fees incurred by Service Provider to collect overdue sums.

TERM AND TERMINATION

The term of this Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party given not less than days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination for cause is without prejudice to any other rights or remedies available at law or in equity.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary or confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement, whether disclosed orally, in writing or electronically, including business plans, pricing, trade secrets, customer lists, and technical information. The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except as expressly permitted hereunder, and (iii) use Confidential Information solely for the performance or receipt of the Services. The obligations set forth in this Section shall survive termination of this Agreement for a period of years, except for trade secrets, which shall remain protected for as long as they retain trade secret status under applicable law.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, all work product developed specifically for Client under this Agreement ("Work Product") shall be the sole and exclusive property of Client upon full payment of all fees owed to Service Provider; Service Provider shall retain ownership of its pre-existing tools, methods, and know-how. Service Provider hereby grants Client a perpetual, non-exclusive license to any Service Provider materials incorporated into the Work Product solely to the extent necessary for Client to use the Work Product for its internal business purposes.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct. EXCEPT FOR A BREACH OF CONFIDENTIALITY OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, AND SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) 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 first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations. If the parties are unable to resolve the dispute within sixty (60) days, either party may pursue any available remedies in a court of competent jurisdiction in the chosen state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered to the party at the address set forth above or such other address as such party may designate by notice in accordance with this Section. Notices shall be effective upon personal delivery, three (3) days after deposit in the United States mail by certified mail, or one (1) day after dispatch by nationally recognized overnight courier.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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