Business Services Citadel

BUSINESS SERVICES CITADEL — BUSINESS SERVICES AGREEMENT

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business consultancy, operational support, and related services; and

WHEREAS, Client desires to engage Service Provider to perform certain services described herein and Service Provider agrees to provide such services under the terms and conditions of this Agreement; and

WHEREAS, the parties intend to define their respective rights and obligations with respect to the services, payment, confidentiality and term of this engagement.

SCOPE OF WORK

Service Provider shall provide the services and deliverables described below in accordance with the schedules and standards set forth in this Agreement.

Project Commencement Date:    Project Completion Target Date:

PAYMENT TERMS

In consideration for the performance of the Services, Client shall pay Service Provider as set forth below.

Invoices will be rendered in accordance with the Payment Schedule. Payment is due within days of receipt of a correct invoice. Unpaid amounts shall accrue interest at the rate of (or the maximum rate permitted by law, if less). Client is responsible for any reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for any material breach by the other party that remains uncured for a period of days after written notice. Either party may also terminate this Agreement without cause upon days' prior written notice to the other party.

Upon termination, Service Provider shall deliver work-in-progress and final deliverables as of the date of termination and Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential under the circumstances. Each party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein, and (c) not disclose Confidential Information to any third party without the prior written consent of the disclosing party.

Confidential Information shall not include information that: (i) was already known to the receiving party without an obligation of confidentiality; (ii) becomes publicly available through no fault of the receiving party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for incidental, consequential, special or punitive damages. Each party shall indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's negligence, willful misconduct, or breach of law in connection with performance 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 disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification of this Agreement must be made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

Notices 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.

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