Business Services Colonial

BUSINESS SERVICES COLONIAL — BUSINESS SERVICES AGREEMENT

This Business Services Agreement ("Agreement") is made on Effective Date: by and between Service Provider Name: with principal place of business at , and Client Name: with address at .

WHEREAS

WHEREAS, Service Provider Name is engaged in the business of providing professional business management, administrative, and consulting services, and possesses the personnel, expertise, and resources necessary to perform the services described in this Agreement;

WHEREAS, Client Name desires to engage Service Provider Name to perform certain services for the benefit of Client Name on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the full understanding and allocation of rights, duties, and remedies between them.

SCOPE OF WORK

Service Provider Name shall perform the services and deliver the deliverables described below in a competent and workmanlike manner in accordance with industry standards. The parties acknowledge that the detailed scope, milestones, and acceptance criteria are set forth in the following description:

PAYMENT TERMS

In consideration for the performance of the services, Client Name shall pay Service Provider Name the fees and expenses set forth below. All fees are exclusive of taxes unless otherwise stated.

Service Provider Name shall submit invoices to Client Name in accordance with the Payment Schedule. Client Name shall pay invoiced amounts within days of Client's receipt of an undisputed invoice. Late payments shall accrue interest at the rate specified below.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within days after written notice of the breach.

Upon termination, Client Name shall pay Service Provider Name for all services performed and reasonable expenses incurred through the effective date of termination, subject to any setoffs permitted by law or this Agreement.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party to the other that is designated 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 publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice where permitted and limits disclosure to the extent possible.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to those employees, agents, or contractors with a need-to-know who are bound by confidentiality obligations at least as protective as those herein; and (iii) take commercially reasonable measures to protect the confidentiality of such information. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

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 conflict of laws rules. The parties will attempt in good faith to resolve any disputes arising under this Agreement through negotiation. If the parties do not resolve a dispute within thirty (30) days, either party may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment shall be binding unless in writing and executed by authorized representatives of both parties.

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider Name may assign to an affiliate or in connection with a sale of substantially all of its assets. The invalidity or unenforceability of any provision shall not affect the remaining provisions, which shall remain in full force and effect.

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