Business Services Associates Ltd

BUSINESS SERVICES AGREEMENT

This Business Services Agreement (the "Agreement") is made effective as of by and between:

Service Provider: Business Services Associates Ltd, principal place of business at

Client Name:    Client Address:

WHEREAS

WHEREAS, Business Services Associates Ltd is engaged in the business of providing business operations, consulting, and administrative services; and

WHEREAS, Client desires to retain Business Services Associates Ltd to provide certain services as set forth in this Agreement, and Business Services Associates Ltd is willing to provide such services on the terms and conditions contained herein.

1. SCOPE OF WORK

Business Services Associates Ltd shall perform the services described below for Client. Services will be performed in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

As consideration for the Services, Client shall pay Provider the fees and on the schedule set forth below. All amounts are payable in lawful currency and are exclusive of applicable taxes unless otherwise stated.

Client agrees to reimburse Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with the performance of Services. Provider will invoice Client in accordance with the payment schedule; invoices are due and payable within the period specified in the Payment Schedule.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for 15 days after written notice of such breach. Termination will not relieve Client of the obligation to pay for Services performed and expenses incurred through the date of termination.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a disclosing party to a receiving party, whether oral, written, electronic or other form, 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.

The receiving party shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use Confidential Information for any purpose other than performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to personnel, contractors, or agents who need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the other party's Confidential Information. If the receiving party is required by law or regulation to disclose Confidential Information, it will provide prompt notice to the disclosing party and cooperate in any reasonable effort to obtain confidential treatment or a protective order.

5. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party against third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performance of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved in the courts of such jurisdiction unless the parties mutually agree to arbitration in writing.

7. ENTIRE AGREEMENT

This Agreement, including any Schedules or attachments executed by the parties, 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 oral or written. No modification or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

8. MISCELLANEOUS

Neither party may assign this Agreement without the other party's prior written consent, except that Business Services Associates Ltd may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Notices under this Agreement must be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing.

The parties acknowledge that they have read and understand this Agreement and agree to be bound by its terms.

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