Business Services Codico

BUSINESS SERVICES AGREEMENT — CODICO

This Business Services Agreement (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Provider is engaged in the business of providing professional business services, including but not limited to consulting, systems integration, technology implementation and advisory services; and

WHEREAS, Client desires to retain Provider to perform certain services as set forth in this Agreement, and Provider is willing to perform such services on the terms and conditions set forth herein.

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

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Provider shall use reasonable efforts to meet any milestone dates agreed between the parties; any dates provided are estimates unless expressly stated as firm in writing signed by both parties.

PAYMENT TERMS

Payments are due within days of invoice. Overdue amounts shall accrue interest at a rate of % per month (or the maximum rate permitted by law), plus all collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, visually, or in writing, 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. Confidential Information excludes information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) is rightfully received by the Receiving Party from a third party without restriction; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or valid court order.

The Receiving Party shall: (i) protect Confidential Information of the Disclosing Party with the same degree of care it uses to protect its own confidential information of a similar nature, but no less than reasonable care; (ii) not use Confidential Information for any purpose other than performance under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

The Receiving Party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate, and the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

INTELLECTUAL PROPERTY

Unless otherwise agreed in a written statement of work, Provider retains all right, title and interest in and to any methodologies, processes, tools, software, templates, know-how and other materials developed or used by Provider in performing the services (Provider Materials). Client is granted a non-exclusive, non-transferable license to use Provider Materials solely for Client's internal use as necessary to receive the benefit of the services. Materials and deliverables created specifically for Client pursuant to this Agreement and identified as Client deliverables shall be deemed "Client Work Product"; upon full payment, Provider assigns to Client all right, title and interest in such Client Work Product, except for any underlying Provider Materials and third-party components.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality or willful misconduct, 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 Provider under the applicable statement of work giving rise to the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by written notice). Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit with the postal service, postage prepaid.

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 choice of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in the county where Provider's principal place of business is located, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, together with any statement(s) of work and exhibits 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 of this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall be enforced to the maximum extent permitted by law.

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