Business Services Cinnaholic

BUSINESS SERVICES AGREEMENT — CINNAHOLIC

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between the parties set forth below.

Parties

RECITALS

WHEREAS, Client Name: desires to retain Service Provider to perform certain business services as set forth herein; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel and resources necessary to perform such services; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be provided.

SCOPE OF WORK

Service Provider shall perform the services described below (the Services). Services shall be performed in a professional and workmanlike manner in accordance with industry standards. Changes to the Scope of Work shall be documented in writing and signed by authorized representatives of both parties.

PAYMENT TERMS

The Client shall pay Service Provider the fees and expenses set forth below in consideration for the Services. All fees are exclusive of applicable taxes unless otherwise stated.

All invoices are due within Payment Terms (days): of receipt. Client shall pay undisputed amounts by the due date. Disputed amounts must be notified in writing within ten (10) days of receipt of invoice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least Notice Period (days): prior to the proposed termination date. Either party may terminate immediately for material breach if the breaching party fails to cure within thirty (30) days after written notice of such breach. Termination does not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in strict confidence all non-public, confidential, or proprietary information disclosed by the other party (Disclosing Party) in connection with this Agreement ("Confidential Information"). Receiving Party shall not use Confidential Information except for the performance of its obligations under this Agreement and shall not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by substantially similar confidentiality obligations. Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or court order, provided Receiving Party gives prompt written notice to Disclosing Party and cooperates in any efforts to seek a protective order.

The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of Confidentiality Term (years): years.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, non-transferable license to use final deliverables delivered under this Agreement solely for Client’s internal business purposes. Service Provider retains all right, title and interest in work product, methodologies, tools and materials developed prior to or outside this Agreement. Any Client materials provided to Service Provider remain the property of Client.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify and hold harmless the other party from claims arising out of its gross negligence or willful misconduct in the performance of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of any disputes arising under this Agreement.

MISCELLANEOUS

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or agency relationship. Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all its assets. Notices. All notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules 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, proposals, negotiations and communications, whether written or oral. Any amendment or modification must be in writing signed by authorized representatives of both parties.

NOTICES

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