Business Services Cobbe

BUSINESS SERVICES COBBE

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services as set forth in this Agreement and Service Provider has represented that it has the expertise, personnel and resources to perform such services in a professional manner; and

WHEREAS, the parties intend to set forth the terms, conditions and obligations governing the performance of those services, the fees to be paid, and the respective rights and remedies of the parties; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Scope of Work

Service Provider shall provide the services described below (the "Services"). Service Provider shall perform the Services in a timely, professional manner consistent with industry standards and shall furnish all labor, materials, equipment and supervision necessary to complete the Services unless otherwise specified.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. All amounts are payable in U.S. dollars and are due in accordance with the invoicing and payment schedule.

Late payments shall bear interest at a rate of % per month (or the maximum legal rate if less). Late fees apply to any undisputed past-due amount remaining unpaid more than days after invoice date. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider to collect overdue amounts.

Term and Termination

This Agreement shall commence on the Effective Date of and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Client may terminate for convenience upon days' prior written notice, subject to payment of all fees and expenses incurred through the effective date of termination.

Upon termination, Service Provider shall deliver to Client all completed work product and shall invoice Client for all Services performed and expenses incurred through the effective date of termination. Provisions that by their nature are intended to survive termination shall survive, including payment, confidentiality and indemnity obligations.

Confidentiality

"Confidential Information" shall mean non-public information disclosed by either party to the other 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. Each party agrees (i) to use Confidential Information of the other party solely in connection with performing its obligations under this Agreement; (ii) to 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; and (iii) not to disclose such Confidential Information to any third party except to its employees, contractors or advisors who need the information to perform the obligations of this Agreement and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall not apply to information that: (a) was known to the receiving party without restriction prior to disclosure; (b) becomes generally known through no fault of the receiving party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Confidentiality obligations shall survive termination of this Agreement for years.

Warranties; Limitation of Liability; Indemnity

Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally recognized industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR FOR BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Client shall indemnify, defend and hold Service Provider harmless from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) to the extent arising out of Client's breach of this Agreement or Client's negligence or willful misconduct.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve any dispute arising under or in connection with this Agreement through negotiation. If the parties cannot resolve the dispute through negotiation within days, either party may pursue any available legal or equitable remedies in the courts of that State.

Entire Agreement; Amendments

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

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets to which this Agreement relates. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or remedy under this Agreement shall not constitute a waiver of that or any other right or remedy.

Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered to the parties at their addresses set forth above or to such other address as either party designates by notice in accordance with this Section. Notices shall be deemed given on delivery by hand, on receipt of electronic confirmation when sent by email, or three (3) days after deposit with a nationally recognized overnight courier service.

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