Business Services Charsey

Business Services Charsey

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

RECITALS

WHEREAS, Client desires to obtain certain business services described herein and wishes to engage Provider to perform such services pursuant to the terms and conditions of this Agreement;

WHEREAS, Provider represents and warrants that it has the experience, personnel and resources necessary to perform the services and deliverables set forth in this Agreement and is willing to provide such services to Client on the terms set forth below.

SCOPE OF WORK

Provider shall perform the services and deliverables described in the Scope of Work below (collectively, the "Services"). Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards and the schedule agreed by the parties.

Project Start Date: — Anticipated Completion Date:

PAYMENT TERMS

Client shall pay Provider the fees described below in consideration for the Services. Payments shall be made in U.S. dollars unless otherwise agreed in writing.

Billing Address for Invoices:

Wire transfer    Check    Credit/debit card

Unpaid amounts shall accrue interest at % per month (or the maximum permitted by law), plus any collection costs and attorney fees incurred by Provider to collect overdue sums.

TERM AND TERMINATION

Term: This Agreement commences on the Project Start Date specified above and shall continue until the earlier of completion of the Services or the Project End Date, unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing days' prior written notice to the other party. Termination shall not relieve Client of payment obligations for Services rendered and reimbursable expenses incurred prior to termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any non-public information disclosed by the other party (the "Disclosing Party") 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"). Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) was lawfully known to the Receiving Party prior to disclosure, (c) is received from a third party without breach of an obligation of confidentiality, or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Obligations under this section survive for a period of three (3) years following termination of this Agreement, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INDEPENDENT CONTRACTOR; INSURANCE; INDEMNITY

Provider is an independent contractor and not an employee, agent or partner of Client. Provider shall be responsible for all taxes, withholdings and other statutory obligations. Provider shall maintain appropriate insurance for performance of the Services and shall indemnify and hold harmless Client from and against claims, liabilities, damages and expenses arising from Provider's gross negligence or willful misconduct in performance of the Services.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the federal and state courts located in that State for any action arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement (including any exhibits, schedules and statements of work 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 and communications, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and shall be delivered to the addresses below by personal delivery, certified mail (return receipt requested), or recognized overnight courier. Notices are effective upon receipt.

MISCELLANEOUS

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: Failure to enforce any provision shall not constitute a waiver of that provision. Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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