Business Services CAAS

BUSINESS SERVICES CAAS AGREEMENT

This Business Services CAAS Agreement (the Agreement) is entered into by and between the parties identified below on the Effective Date set forth herein.

Parties

Effective Date:

WHEREAS

WHEREAS, Provider is engaged in providing corporate administrative and advisory services, support, and related business operations (collectively referred to as "CAAS") and possesses the personnel, expertise, and infrastructure necessary to perform such services in a professional manner; and

WHEREAS, Client desires to retain Provider to perform CAAS on the terms and conditions set forth in this Agreement, and Provider agrees to provide such services pursuant to the terms herein; and

WHEREAS, the parties intend that this Agreement govern the rights, obligations, and allocation of risk between them with respect to the services to be performed.

Scope of Work

Provider shall perform the services described above in a timely, professional manner consistent with industry standards. Provider shall assign personnel with appropriate qualifications and shall remain responsible for the quality and performance of the services.

Payment Terms

Invoices are due and payable within days from receipt. Unpaid amounts shall accrue a late fee of per month (or the maximum allowed by applicable law, if less). Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred to enforce payment.

Term and Termination

Term Commencement:

Term Expiration:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice for material breach that remains uncured for thirty (30) days following written notice of such breach, or immediately for insolvency or appointment of a receiver. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other 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. Each party shall: (a) hold Confidential Information of the other in strict confidence; (b) use such information solely to perform its obligations under this Agreement; and (c) limit disclosure to those employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is already known to the receiving party at the time of disclosure as demonstrated by written records, is independently developed without use of the disclosing party's Confidential Information, or is rightfully received from a third party without restriction.

Upon termination or at the disclosing party's request, the receiving party shall promptly return or destroy the disclosing party's Confidential Information and certify such return or destruction in writing upon request.

Liability; Indemnification

Each party agrees to 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 gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising under this Agreement.

Entire Agreement; Amendments

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

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder will remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign to an affiliate or in connection with a corporate reorganization or sale of substantially all of its assets. Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing.

Signatures

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