Business Services Axxiom

BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES AXXIOM

This Business Services Agreement (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires business services relating to operations, advisory, and deliverables as set forth herein; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capacity to perform the services described in this Agreement in a professional and workmanlike manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform such services and Client will compensate Service Provider.

1. SCOPE OF WORK

Service Provider will perform the services and deliver the work product described below. All work shall conform to accepted industry standards and the specifications agreed by the parties.

2. PAYMENT TERMS

Client shall pay Service Provider for the services performed in accordance with the following fee schedule and payment terms.

Unless otherwise specified, invoices are due within of invoice date. Client is responsible for all reasonable taxes imposed on payments under this Agreement, excluding taxes imposed on Service Provider’s net income.

3. TERM AND TERMINATION

This Agreement commences on and will continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party upon written notice if the breach is not cured within the stated cure period. Termination for insolvency, bankruptcy, or assignment for the benefit of creditors shall be effective immediately upon notice.

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. Confidential Information includes business plans, customer lists, pricing, proprietary methods, and technical data.

The receiving party shall: (a) hold and maintain Confidential Information in strict confidence; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) disclose Confidential Information only to those employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. The receiving party shall exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was lawfully in the receiving party’s possession prior to disclosure; (iii) is rightfully received from a third party without restriction on disclosure; or (iv) is independently developed without use of the disclosing party’s Confidential Information. Required disclosures by law are permitted if the receiving party provides prior notice and limits the disclosure to the legally required minimum.

5. LIMITATION OF LIABILITY AND INDEMNIFICATION

Each party agrees to indemnify, defend, and hold harmless the other party from and against claims, liabilities, damages, and expenses arising from the indemnifying party’s breach of this Agreement, willful misconduct, or negligence. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES.

6. 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 consent to exclusive jurisdiction and venue in the state and federal courts located within that state for any dispute arising out of this Agreement.

7. ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous proposals, agreements, representations, and understandings. Any amendment or modification to this Agreement must be in writing and executed by authorized representatives of both parties.

8. MISCELLANEOUS PROVISIONS

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

9. CONTACT INFORMATION

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