Business Services Box Canyon

BUSINESS SERVICES AGREEMENT — BOX CANYON

Parties and Effective Date

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, project management, and operational support in the Box Canyon area; and

WHEREAS, Client desires to engage Service Provider to perform certain services described herein and Service Provider agrees to perform such services on the terms and conditions set forth in this Agreement;

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

Scope of Work

Service Provider shall provide the services and deliverables described below (collectively, the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the Services, Client shall pay Service Provider as set forth below. All amounts are in U.S. dollars unless otherwise stated.

Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance of the Services upon submission of receipts. Service Provider shall submit invoices monthly unless otherwise agreed in writing. If Client disputes any invoice, Client shall notify Service Provider in writing within ten (10) days specifying the basis for the dispute; undisputed amounts shall remain payable.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. 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 after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination. Service Provider shall deliver to Client any work in progress and, to the extent requested by Client, reasonable assistance to effect an orderly transition.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential. Each party agrees to maintain the confidentiality of Confidential Information of the other party and not to disclose it to any third party except to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

The obligations in this section shall not apply to information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (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 receiving party gives prompt notice and cooperates in any available protective measures.

Intellectual Property; Deliverables

Unless otherwise agreed in writing, all deliverables specifically prepared for Client under this Agreement ("Deliverables") shall be deemed work made for hire and ownership of such Deliverables shall vest in Client upon full payment of fees due for such Deliverables. Service Provider shall retain ownership of its pre-existing materials, tools, methodologies and know-how, but grants Client a non-exclusive license to use any pre-existing materials embedded within Deliverables solely to the extent necessary to use the Deliverables as intended.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of its obligations under this Agreement or its gross negligence or willful misconduct.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may seek relief in courts of competent jurisdiction located in the selected state.

Entire Agreement; Amendment

This Agreement (including any exhibits or attachments executed by the parties) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

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

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