Business Services Coffee Lodge

BUSINESS SERVICES AGREEMENT — COFFEE LODGE

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

RECITALS

WHEREAS, the Service Provider is engaged in the business of providing coffee-related business services including but not limited to equipment supply, product provisioning, on-site service, staff training, and operational consulting; and

WHEREAS, the Client desires to engage the Service Provider to perform services for Client's premises known as Coffee Lodge and the Service Provider is willing to perform such services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will provide services to the Client.

SCOPE OF WORK

The Service Provider shall perform the services described below for the Client at the locations specified. The parties acknowledge that the description below is a material part of this Agreement and that any material change in scope shall require a written amendment signed by both parties.

PAYMENT TERMS

Client shall pay the Service Provider for services performed in accordance with this Agreement as follows:

Late payments shall accrue interest at the lesser of (a) the rate of or (b) the maximum rate permitted by applicable law. In addition, Client shall be responsible for all reasonable collection costs, including attorneys' fees, incurred by Service Provider to collect past-due amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after written notice of the breach, or immediately if the non-breaching party reasonably determines continued performance would be unlawful or create an immediate material risk.

Upon termination, Client shall pay the Service Provider for all services performed and expenses incurred through the effective date of termination, and any non-cancellable commitments reasonably incurred by Service Provider in furtherance of the work.

CONFIDENTIALITY

Each party acknowledges that, in the course of performing under this Agreement, it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, pricing, customer or supplier information disclosed in connection with this Agreement. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is (i) already in the public domain other than by breach of this Agreement, (ii) rightfully known by the receiving party prior to disclosure, or (iii) rightfully obtained from a third party without confidentiality obligation. Upon termination or upon request, receiving party shall return or destroy Confidential Information and certify such destruction if requested.

INDEPENDENT CONTRACTOR; INSURANCE; INDEMNITY

The Service Provider is an independent contractor. Nothing in this Agreement creates an agency, partnership, joint venture or employment relationship. Service Provider shall maintain appropriate insurance for the services provided. Service Provider shall indemnify and hold harmless Client from third-party claims arising out of Service Provider's gross negligence or willful misconduct. Client shall indemnify and hold harmless Service Provider from third-party claims arising from Client's negligence or breach of this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall first attempt in good faith to resolve disputes through negotiation. If the dispute is not resolved within 30 days, the parties may pursue any available legal or equitable remedies in the state or federal courts located in the governing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, contains the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by an authorized representative of each party.

MISCELLANEOUS

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the parties' original intent. 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, sale of substantially all assets, or change of control.

NOTICES

All notices under this Agreement must be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices are effective upon personal delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

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