Business Services CGCEEM

BUSINESS SERVICES CGCEEM

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing technical, managerial and advisory business services described herein; and

WHEREAS, Client desires to engage Service Provider to perform certain services for the benefit of Client and Service Provider is willing to perform such services in accordance with the terms and conditions of this Agreement.

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality and other terms governing their relationship with respect to the services.

Scope of Work

Service Provider shall perform the services described below (the "Services"). Service Provider shall devote commercially reasonable skill and professional care in the performance of the Services in accordance with industry standards.

Payment Terms

As full compensation for the Services, Client shall pay Service Provider the amounts and on the schedule set forth below. All amounts are in U.S. dollars unless otherwise stated.

Invoices are payable within days of invoice date. Late payments shall accrue interest at the rate of per month (or the maximum rate permitted by law, if less), calculated monthly on the outstanding balance. Client shall also reimburse Service Provider for reasonable collection costs incurred to collect overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate for material breach by the other party if such breach remains uncured for a period of 15 days after written notice specifying the nature of the breach; material breach includes failure to pay amounts when due, willful misconduct, or gross negligence.

Upon termination, Client shall pay Service Provider for all Services performed and authorized reimbursable expenses incurred through the effective date of termination. Service Provider shall deliver any work in progress to Client and shall cooperate to effect an orderly transfer of materials.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") 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.

The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than a reasonable degree of care; (b) use Confidential Information solely for the purposes of performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public without breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party; (iii) is rightfully received from a third party without obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Upon termination or upon written request, the Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party.

Representations and Warranties

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Venue for any dispute arising out of or relating to this Agreement shall be in the state or federal courts located within that state.

Entire Agreement; Amendment

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

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 specify in writing) by personal delivery, certified mail (return receipt requested), or commercial courier, and shall be deemed given upon receipt.

Miscellaneous

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, provided that either party may assign this Agreement to an affiliate or in connection with a merger, sale of substantially all assets, or change of control. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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