Business Services Avalara

BUSINESS SERVICES AGREEMENT (AVALARA)

Effective Date:

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

Provider

Corporation LLC Individual Other

Client

Corporation LLC Individual Other

WHEREAS

WHEREAS, Provider is engaged in the business of providing tax compliance and related business services, including software configuration, advisory, implementation and support; and

WHEREAS, Client desires to engage Provider to perform certain business services described herein and Provider agrees to perform such services under the terms and conditions of this Agreement; and

WHEREAS, the parties intend to set forth the terms governing the scope, compensation, confidentiality and other obligations between them.

SCOPE OF WORK

Provider will perform the services described below in a professional manner consistent with industry standards. Detailed specifications, deliverables and acceptance criteria are as follows:

PAYMENT TERMS

Client shall pay Provider the fees and expenses set forth below in consideration for the performance of the Services. Fees are non-refundable except as expressly provided in this Agreement.

Invoices are payable within days of receipt unless otherwise agreed in writing. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall reimburse Provider for collection costs and attorneys' fees incurred in collecting past due amounts.

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 material breach by the other party if the breach remains uncured for days after written notice. Either party may terminate for convenience upon days' prior written notice. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Upon termination, Provider shall deliver to Client all work in progress and Client shall pay Provider for all work performed to the effective date of termination, including any non-cancellable third-party charges.

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 marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without breach of any obligation of confidentiality.

The Receiving Party shall not disclose Confidential Information to any third party except to its 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. The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Obligations under this Section shall continue for years following disclosure or for such longer period as required by applicable law.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, in no event shall either party be liable to the other for incidental, consequential, special or punitive damages, and the total aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period immediately preceding the event giving rise to liability.

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 agree that disputes shall be resolved in the state or federal courts located in the specified state unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices shall be delivered to the primary contacts identified above unless otherwise specified in writing.

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