Business Services Canes Roost

BUSINESS SERVICES AGREEMENT — CANES ROOST

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: and Client Name: .

WHEREAS

WHEREAS, Provider is engaged in the business of providing business consulting, operational support, marketing coordination and related services and represents that Provider has the experience, personnel and capacity to perform the services described herein;

WHEREAS, Client desires to retain Provider to perform business services for Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to reduce their agreement to writing and specify their respective rights and obligations with respect to the provision of such services.

SCOPE OF WORK

Provider shall provide the services, deliverables and performance described below. Provider agrees to perform services in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

Client shall pay Provider for the services described in Scope of Work in accordance with the following fee structure and schedule.

All amounts due hereunder are exclusive of taxes. Client is responsible for all applicable sales, use, value added and other taxes arising from payment for services, except for taxes based on Provider's net income.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party given no less than days. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach; provided that a failure to pay undisputed amounts when due shall be deemed a material breach subject to termination following a ten (10) day notice period.

Upon termination, Client shall pay Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Provider shall deliver all work in progress and Client shall have a non-exclusive license to use completed deliverables as specified in this Agreement.

CONFIDENTIALITY

Each party (the "Recipient") shall hold in confidence and not disclose or use for any purpose other than performance under this Agreement any Confidential Information disclosed by the other party (the "Discloser"). "Confidential Information" means non-public information marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, customer lists, pricing, technical data and trade secrets.

Recipient shall (a) restrict disclosure of Confidential Information to employees, contractors or agents who need to know and who are bound by confidentiality obligations at least as protective as those contained herein; (b) use at least the same degree of care to protect Confidential Information as Recipient uses to protect its own confidential information but in no event less than reasonable care; and (c) not reverse engineer, decompile or disassemble any prototypes, software or tangible objects that embody Confidential Information.

Confidentiality obligations shall not apply to information that (i) is or becomes publicly available other than through a breach by Recipient; (ii) is rightfully received from a third party without restriction; (iii) was known to Recipient prior to receipt from Discloser; or (iv) is independently developed by Recipient. The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall remain confidential for as long as they qualify as trade secrets.

LIMITATION OF LIABILITY; INDEMNIFICATION

To the maximum extent permitted by law, neither party shall be liable to the other for incidental, consequential, special or punitive damages arising out of or related to this Agreement. Each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. Provider shall indemnify and defend Client against third-party claims to the extent resulting from Provider's gross negligence or willful misconduct. Client shall indemnify and defend Provider against third-party claims to the extent resulting from Client's misuse of deliverables or breach of this Agreement.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of Provider's pre-existing intellectual property and tools. Upon full payment of all fees due for a specific deliverable, Provider grants Client a non-exclusive, non-transferable license to use the deliverable for Client's internal business purposes. Any modifications, derivative works or combined materials shall be owned as agreed in writing; absent agreement, Provider retains ownership and grants a license as above.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement promptly by negotiation. If unresolved, the parties agree that any litigation shall be brought exclusively in the state or federal courts located within the chosen jurisdiction set forth above.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits, attachments and statements of work incorporated herein, contains the entire understanding of the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, 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.

NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, nationally recognized overnight courier, or email with confirmation of receipt to the authorized representative of each party.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of Provider's assets. Headings are for convenience only and do not affect interpretation.

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