Business Services Brighton Park

BUSINESS SERVICES AGREEMENT — BRIGHTON PARK

This Business Services Agreement (the "Agreement") is entered into effective as of by and between Service Provider Name: with principal place of business at , and Client Name: with principal place of business at .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to project management, operational consulting, and administrative support as further described below; and

WHEREAS, Client desires to retain Service Provider to perform certain services for the Client at the Brighton Park location under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the services to be provided be performed in a professional manner and that the parties' respective rights and obligations be governed by the terms of this Agreement.

SCOPE OF WORK

Service Provider will provide the services described below at the Brighton Park location and/or remotely as agreed. The services shall include all labor, materials, equipment, and supervision necessary to perform the work described.

PAYMENT TERMS

Service Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise agreed, invoices are due and payable net days from receipt. All payments shall be made in lawful U.S. currency and by the method specified in each invoice.

If Client disputes any portion of an invoice in good faith, Client must notify Service Provider in writing within ten (10) days of receipt. Undisputed amounts must still be paid when due. Late payments shall accrue interest as set forth above and Client shall pay reasonable costs of collection, including attorneys' fees, to the extent permitted by law.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other party, whether orally, in writing, or by other means, that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was known to the receiving party prior to disclosure by the disclosing party as evidenced by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall: (i) protect the disclosing party's Confidential Information with at least the same degree of care it uses to protect its own similar confidential information, but in no event less than reasonable care; (ii) not use Confidential Information for any purpose other than performing obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. The confidentiality obligations under this section shall survive termination of this Agreement for a period of .

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier, to the addresses below or to such other address as either party may designate in writing.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved through negotiation within thirty (30) days, either party may pursue any remedy available at law or in equity in a court of competent jurisdiction in the selected governing state.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency. Neither party shall assign this Agreement or any of its rights or obligations hereunder 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.

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

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