Business Services CANAR

Business Services CANAR — Service Agreement

Parties

Recitals

WHEREAS, Client desires to obtain certain business services consisting of advisory, management and technical support as more fully described in this Agreement and Scope of Work; and

WHEREAS, Service Provider is experienced and qualified to provide the services described below and agrees to perform such services for Client under the terms and conditions set forth herein;

WHEREAS, the parties intend for this Agreement to become effective on (the Effective Date) and to govern the performance and payment for the services.

Scope of Work

Service Provider shall provide the services described below. Service Provider will perform the services in a professional manner consistent with industry standards and in accordance with the schedule set forth in this Agreement.

Payment Terms

Client shall pay Service Provider the fees and expenses described below in consideration of the services rendered. All amounts are payable in lawful currency of the United States unless otherwise specified in writing.

Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus all costs of collection, including reasonable attorneys' fees. In addition to interest, Service Provider may suspend performance if payments are more than days overdue.

Term and Termination

This Agreement shall commence on and shall continue in effect until 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 for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice of the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the termination date and for any non-cancellable commitments made prior to termination. Sections regarding Confidentiality, Governing Law, Indemnity, and Payment shall survive termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that by its nature should reasonably be considered confidential. The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict access to Confidential Information to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement, and (c) not disclose Confidential Information to any third party without the prior written consent of the disclosing party.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or valid legal process, provided the receiving party gives prompt notice and cooperates with any reasonable effort to limit the disclosure.

Independent Contractor; Subcontracting

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be responsible for all taxes, insurance, and employee benefits for its personnel. Service Provider may engage subcontractors to perform portions of the services, provided that Service Provider remains responsible for performance and compliance with the terms of this Agreement.

May Service Provider subcontract any portion of the work?

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 laws principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If the dispute is not resolved by negotiation within 30 days, the parties may pursue any legal or equitable remedies available to them in the courts of the chosen jurisdiction.

Entire Agreement; Amendments

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

Additional Terms

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by notice to the other. Notice shall be deemed given when delivered personally, sent by confirmed overnight courier, or three days after deposit in the U.S. mail, postage prepaid, certified or registered.

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