Business Services AST Reposit

BUSINESS SERVICES AST REPOSIT

Parties

Recitals

WHEREAS, Client Name: desires to engage the Service Provider to perform certain business services related to asset storage, transfer and repository technology (AST Reposit); and

WHEREAS, Service Provider Name: represents that it has the skill, personnel, and facilities to perform the services described in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows effective as of .

Scope of Work

Service Provider shall perform the services and deliverables described below. All work shall be performed in a professional manner consistent with industry standards for AST Reposit services.

Payment Terms

Client shall pay Service Provider the fees set forth below in exchange for the services rendered. Fees do not include applicable taxes unless otherwise stated.

All amounts unpaid within days after invoice due date shall accrue the late fee set forth above, and Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of breach.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public information disclosed by the other party (the "Disclosing Party") 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 ("Confidential Information"). The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to third parties except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement by the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party without an obligation of confidentiality; (c) is lawfully obtained by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Upon termination of this Agreement, Receiving Party shall, at Disclosing Party's option, return or destroy all Confidential Information and certify such destruction in writing.

Intellectual Property and Work Product

Unless expressly agreed otherwise in writing, Service Provider retains ownership of its pre-existing intellectual property and methodologies. All deliverables specifically prepared for Client under this Agreement (the "Work Product") shall be the property of Client upon full payment, subject to Service Provider's retention of a non-exclusive, royalty-free license to use general skills and know-how developed during performance.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Notices

Notices must be in writing and shall be delivered to the addresses set forth above or to such other address as either party may designate in writing. Notice is effective upon receipt.

Governing Law

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 state and federal courts located in that state for resolution of disputes.

Entire Agreement and Amendments

This Agreement, including all exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in a written instrument signed by authorized representatives of both parties.

Miscellaneous

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

Signatures

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