Business Services Bain

BUSINESS SERVICES BAIN — BUSINESS SERVICES AGREEMENT

This Business Services Agreement (the Agreement) is made as of between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires certain business services, including consulting, strategic planning, and operational support, as detailed below; and

WHEREAS, Service Provider represents that it possesses the experience, personnel, and capability to provide the required services on the terms set forth in this Agreement; and

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

SCOPE OF WORK

PAYMENT TERMS

Unless otherwise agreed in writing, Service Provider shall invoice Client in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. Disputed amounts shall be raised in writing within ten (10) days of invoice receipt and the parties shall resolve disputes in good faith.

TERM AND TERMINATION

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice. Either party may terminate for convenience upon providing the Notice Period specified above. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the Receiving Party) shall keep confidential all non-public information disclosed by the other party (the Disclosing Party) that is designated 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 excludes information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Disclosing Party is given prompt notice and opportunity to seek protective measures.

The Receiving Party shall use Confidential Information solely for performance under this Agreement and shall take commercially reasonable measures to protect Confidential Information from unauthorized use or disclosure. These obligations survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party, its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. The indemnified party shall provide prompt written notice of any claim and shall reasonably cooperate in the defense.

LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

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. Any litigation arising out of this Agreement shall be brought exclusively in the state or federal courts located in that State.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses specified above or to such other address as either party may designate by notice.

MISCELLANEOUS

Relationship of the Parties: Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider is responsible for all taxes and withholdings arising from compensation paid hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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