Business Services Azarov

Business Services Agreement — Azarov

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

Recitals

WHEREAS, the Service Provider is engaged in the business of providing professional business consulting, advisory and operational support services; and

WHEREAS, the Client desires to retain the Service Provider to perform certain services described herein and the Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement.

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

Scope of Work

Payment Terms

Compensation: Client shall pay Service Provider for services performed in accordance with the fee structure set forth below. The parties agree the total compensation payable under this Agreement shall be:

Payment Due: Invoices are due and payable within days of receipt unless otherwise agreed in writing. Late payments shall incur a late fee of .

Expenses: Client will reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance of services upon submission of supporting receipts.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Service Provider shall deliver to Client all work in progress and Client shall pay Service Provider for all work performed and expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, 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.

Obligations: Each party will (a) hold Confidential Information in strict confidence, (b) 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, and (c) use Confidential Information solely to perform its obligations under this Agreement.

Exclusions: Confidential Information does not include information that is or becomes generally available to the public other than by breach of this Agreement, was lawfully in possession of the receiving party before disclosure, or is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to the disclosing party to permit a protective order or other remedy.

Independent Contractor; Insurance

The Service Provider is an independent contractor and not an employee, agent, partner or joint venturer of Client. Service Provider is responsible for payment of all taxes, insurance and benefits related to its personnel. Service Provider shall maintain insurance appropriate to the services rendered and upon reasonable request provide certificates evidencing such insurance.

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 consent to exclusive jurisdiction and venue in the state and federal courts located in that state.

Limitation of Liability

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for direct damages arising out of or relating to this Agreement shall not exceed the total compensation paid to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other. Notice is effective upon receipt.

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