Business Services Brightspeed

BUSINESS SERVICES AGREEMENT — BRIGHTSPEED

Effective Date:

WHEREAS

WHEREAS, Client Name: desires to obtain certain business services described in this Agreement; and

WHEREAS, Service Provider Name: has the expertise and capacity to provide such services under the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SCOPE OF WORK

The Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material change to the scope must be agreed in writing by both parties and may be subject to additional fees.

2. PAYMENT TERMS

Invoices shall be rendered in accordance with the Payment Schedule and are payable within days of receipt unless otherwise specified. Accepted payment methods:

Late payments shall bear interest at a rate of % per month (or the maximum permitted by law, if less), calculated from the date payment was due until paid in full. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

3. TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and such breach remains uncured for thirty (30) days following written notice of the breach.

Upon termination, Client shall pay Service Provider for all services performed and reasonable non-cancellable obligations incurred through the effective date of termination. Sections concerning Confidentiality, Indemnification, and Governing Law shall survive termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully known to the recipient prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the recipient without use of the discloser's Confidential Information.

Each party agrees to (i) maintain the confidentiality of the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except as permitted in writing or as required by law, provided that the disclosing party gives prompt notice to allow for protective action.

5. REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the full right, power, and authority to enter into and perform this Agreement. Service Provider warrants that the services will be performed in a professional manner in accordance with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the notice addresses above by hand delivery, nationally recognized overnight courier, certified mail, or electronic mail with confirmation of receipt. Notice is effective upon receipt.

7. 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 conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration if the parties so elect in writing; otherwise, disputes shall be resolved in the state or federal courts located within the governing state.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and written change orders executed by both 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 amendment or waiver of any provision of this Agreement will be effective unless in writing signed by both parties.

9. MISCELLANEOUS

The parties are independent contractors. Neither party has authority to bind the other except as expressly provided herein. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. Signatures delivered by electronic image or facsimile shall be deemed original signatures.

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