Business Services Cable Group

BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES CABLE GROUP

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: with principal place of business at and Client Name: located at .

WHEREAS

WHEREAS, Provider is engaged in the business of designing, installing, maintaining and managing cable and related communications services and infrastructure; and

WHEREAS, Client desires to retain Provider to perform the services described herein and Provider agrees to perform such services subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below, the parties agree as follows:

1. SCOPE OF WORK

Provider shall perform the services described above (the "Services") in a timely and professional manner consistent with industry standards. Any changes to the scope shall be documented in a written change order signed by both parties, which shall describe any additional fees, schedule impact and revised acceptance criteria.

2. PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay invoices within days of receipt. Invoices shall itemize Services performed and any reimbursable expenses.

All amounts payable under this Agreement are exclusive of applicable taxes. Client is responsible for withholding taxes only where required by law; Provider shall provide documentation where appropriate.

3. TERM AND TERMINATION

Term Start Date: — Term End Date:

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 for material breach if the breach remains uncured for a period of days after written notice of the breach.

Upon termination, Client shall pay Provider for Services performed and reasonable expenses incurred through the effective date of termination. Provider shall deliver to Client all work product in progress and shall invoice for any unpaid, earned fees.

4. CONFIDENTIALITY

"Confidential Information" means non‑public information disclosed by one party to the other in connection with this Agreement 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. Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement, (b) was already rightfully in the receiving party's possession without restriction, (c) is lawfully received from a third party without restriction, or (d) is independently developed without use of Confidential Information.

Each party shall maintain the confidentiality of the other party's Confidential Information with at least the same degree of care that it uses to protect its own confidential information, but no less than reasonable care. Recipient shall use Confidential Information only to perform its obligations under this Agreement and shall not disclose it to any third party except to employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in a written statement of work, Provider shall retain ownership of its preexisting intellectual property and tools. Provider grants to Client a nonexclusive, nontransferable license to use deliverables provided under this Agreement solely for Client's internal business purposes upon full payment of all amounts due. Any third‑party software or materials included with deliverables are subject to their respective license terms.

6. REPRESENTATIONS; INDEMNIFICATION

Each party represents that it has the authority to enter into this Agreement. Client shall indemnify and hold harmless Provider from and against any claims, liabilities and expenses arising from Client's use of the Services in violation of this Agreement or applicable law. Provider shall indemnify and hold harmless Client from claims arising from Provider's negligent performance of the Services or infringement of third‑party intellectual property rights arising solely from Provider's deliverables.

7. LIMITATION OF LIABILITY

Except for indemnification obligations, a party's aggregate liability arising out of or related to this Agreement shall not exceed the fees paid to Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, special, incidental or punitive damages.

8. GOVERNING LAW

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. Any litigation arising out of this Agreement shall be brought in the state or federal courts located within that state, and the parties consent to personal jurisdiction and venue in those courts.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and signed statements of work, 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 written or oral. No amendment or modification shall be effective unless in writing and signed by both parties.

10. NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the contact information provided above or such other address as a party may designate in writing.

11. MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

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