Business Services CASDSM

BUSINESS SERVICES AGREEMENT — CASDSM

This Business Services Agreement (the Agreement) is entered into effective as of (Effective Date), by and between Client Name: , with principal address , and Service Provider Name: , with principal address .

WHEREAS

WHEREAS, Client requires business advisory, analytics, and technical services described herein (the Services) for the purpose of improving operational efficiency and regulatory compliance; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel, and resources to perform the Services and agrees to perform such Services pursuant to the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Services and payment therefor.

1. SCOPE OF WORK

Service Provider shall perform the Services described below in a professional and workmanlike manner in accordance with industry standards. Specific deliverables, milestones, and acceptance criteria shall be as follows:

2. PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the following fee structure and schedule.

Invoices submitted by Service Provider are due within days of receipt. Payment shall be made in U.S. dollars unless otherwise agreed in writing.

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Late payments may also be subject to a one-time administrative fee of .

3. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and, unless earlier terminated as provided herein, shall continue until (End Date).

Either party may terminate this Agreement without cause upon providing the other party written notice at least days prior to the effective date of termination. In the event of such termination Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within fourteen (14) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

Each party (the Receiving Party) shall maintain in strict confidence all non-public information disclosed by the other party (the Disclosing Party) that is designated as confidential or that by its nature should be treated as confidential (Confidential Information). The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information. Upon termination or upon written request, the Receiving Party shall promptly return or destroy Confidential Information and certify such return or destruction in writing.

5. INDEPENDENT CONTRACTOR; INSURANCE; INDEMNITY

Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship. Service Provider shall maintain commercially reasonable insurance coverage and shall indemnify and hold harmless Client from and against any third-party claims arising from Service Provider's gross negligence or willful misconduct in performing the Services, except to the extent caused by Client's negligence or willful misconduct.

6. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability to the other for any claims arising under this Agreement shall exceed the total amount of fees actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

7. 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.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any statements of work or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by an authorized representative of each party.

9. MISCELLANEOUS

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be an inadequate remedy for breach of the confidentiality obligations and that injunctive relief may be an appropriate remedy in addition to other remedies.

CONTACTS FOR NOTICES

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