Business Services ASM

BUSINESS SERVICES AGREEMENT (ASM)

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

Service Provider Name:

Client Name:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, consulting, and ancillary support as set forth herein; and

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

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

1. Scope of Work

Service Provider shall perform the services described below (the "Services"). Service Provider shall exercise commercially reasonable efforts, skill and care in performing the Services consistent with industry standards.

2. Payment Terms

In consideration for performance of the Services, Client shall pay Service Provider the fees and expenses as set forth in this Section. All fees are exclusive of taxes, duties or similar governmental charges, which shall be borne by Client.

All undisputed invoices shall be paid within days of Client's receipt of invoice. Disputes must be raised in writing within fifteen (15) days of receipt of the invoice.

3. Term and Termination

This Agreement shall commence on the Start Date below and shall continue until the End Date below, unless earlier terminated in accordance with this Section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Termination for material breach may be effected by the non-breaching party if the breaching party fails to cure such breach within thirty (30) days after written notice.

Upon termination for any reason, Client shall pay Service Provider for Services performed through the effective date of termination, including reimbursable expenses incurred and any non-cancellable commitments.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

5. Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in and to any pre-existing intellectual property and methodologies. Subject to full payment of fees due under this Agreement, Service Provider grants Client a nonexclusive, nontransferable license to use deliverables provided under this Agreement for Client's internal business purposes only. Any use beyond that scope requires a separate written license.

6. Representations; Warranties; Limitation of Liability

Each party represents and warrants that it has full power and authority to enter into this Agreement. Service Provider warrants that the Services will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree that any dispute arising under this Agreement shall be resolved exclusively in the state or federal courts located within that state, and each party consents to personal jurisdiction and venue therein.

8. Entire Agreement; Amendments

This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

9. Notices

Notices shall be sent to the contact information above and shall be deemed received when delivered by hand, three (3) business days after deposit with a nationally recognized overnight courier, or five (5) business days after deposit in the United States mail, postage prepaid.

10. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, employment relationship or agency relationship between the parties.

Headings are for convenience only and shall not affect interpretation. Time is of the essence with respect to each party's obligations under this Agreement.

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