Business Services Carl

Business Services Agreement — Business Services Carl

This Business Services Agreement ("Agreement") is entered into as of by and between Service Provider: , and Client: .

Recitals

WHEREAS, Service Provider is engaged in the business of providing business consulting, administrative support, and related services and has the capability and capacity to perform the services described in this Agreement;

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth herein, and Service Provider desires to perform the services for Client;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

1. Scope of Work

Service Provider shall provide the services, deliverables and duties described below (collectively, the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

Client shall pay Service Provider for the Services as set forth below. All amounts are due in U.S. dollars unless otherwise specified.

Late Payment: Any undisputed amount not paid within days of the invoice due date shall bear interest at the rate of (or the maximum rate permitted by law, if lower). Client shall also be responsible for reasonable collection costs, including attorneys' fees.

3. Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

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 material breach if the breach is not cured within days after written notice of the breach.

4. Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally known to the public other than through a breach of this Agreement; (b) was rightfully known by the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.

The receiving party shall: (i) protect Confidential Information using 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 obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Obligations with respect to Confidential Information shall survive termination for a period of .

5. Independent Contractor

Service Provider is an independent contractor and not an employee, agent, partner or joint venturer of Client. Service Provider shall be solely responsible for all taxes, withholdings and other statutory or contractual obligations of any sort, and shall indemnify Client for any liability arising from Service Provider's failure to meet such obligations.

6. Representations and Warranties; Indemnification

Each party represents and warrants that it has the power and authority to enter into this Agreement. Service Provider warrants that the Services will be performed in a professional manner in accordance with industry standards. Service Provider shall defend, indemnify and hold harmless Client from and against claims, losses or damages arising from Service Provider's gross negligence or willful misconduct in connection with the Services.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

8. Entire Agreement; Amendment

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

9. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this section.

10. Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a sale of substantially all assets or equity provided the assignee assumes all obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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