Business Services ATRUSS

BUSINESS SERVICES AGREEMENT — ATRUSS

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: and Service Provider Name: (referred to herein as "ATRUSS") with principal address: .

RECITALS

WHEREAS, Client seeks specialized business services, including but not limited to advisory, implementation, integration and ongoing support for commercial operations; and

WHEREAS, ATRUSS represents that it has the professional expertise, personnel and resources to provide the services described in this Agreement and 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

ATRUSS shall perform the services described below. Services will be performed in a professional and workmanlike manner consistent with industry standards. Any material change to the Scope of Work must be agreed in writing by the parties and may be subject to additional fees.

2. PAYMENT TERMS

In consideration for the Services, Client shall pay ATRUSS as set forth below. Unless otherwise agreed in writing, fees are non-refundable.

Any undisputed amount not paid within days of invoice due date shall accrue interest at the lesser of (i) % per month, or (ii) the maximum rate permitted by applicable law. Client shall also be responsible for collection costs and reasonable attorneys' fees for overdue amounts.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party, provided the non-breaching party gives written notice specifying the breach and the breaching party fails to cure within days after receipt of such notice. Either party may terminate for convenience upon providing days' prior written notice. Termination shall not relieve Client of its obligation to pay for Services rendered and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether orally or in writing, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall (i) use Confidential Information only as necessary to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information.

5. INTELLECTUAL PROPERTY; LICENSES

Unless otherwise agreed in writing, ATRUSS shall retain all right, title and interest in any pre-existing intellectual property and tools used in performing the Services. Client shall own deliverables specifically created for Client under this Agreement upon full payment; ATRUSS hereby grants Client a perpetual, non-exclusive license to use any pre-existing ATRUSS materials embedded within those deliverables solely as incorporated into the deliverables. Each party represents that the performance of its obligations will not infringe third-party rights.

6. LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or infringement of third-party intellectual property, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages. Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct, provided the indemnified party promptly notifies the indemnifying party and cooperates in the defense.

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 submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising under this Agreement.

8. ENTIRE AGREEMENT

This Agreement, together with any exhibits or written statements of work expressly incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior understandings, proposals and communications, whether written or oral. No amendment or waiver shall be effective unless in a writing signed by both parties.

9. NOTICES

All notices under this Agreement must be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be deemed given on the date received if delivered personally, by nationally recognized courier, or by certified mail, return receipt requested.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right shall not constitute a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding.

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