Business Services Colston

BUSINESS SERVICES AGREEMENT — COLSTON

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business advisory, administrative, and operational services, and possesses the personnel, skills and experience necessary to perform such services; and

WHEREAS, Client desires to engage Service Provider to perform certain services in accordance with the terms and conditions set forth in this Agreement, and Service Provider is willing to perform such services for Client on those terms.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the services set forth above in a professional and workmanlike manner consistent with industry standards. Any changes to the scope of work shall be documented in a written amendment signed by both parties specifying adjustments to schedule, deliverables and compensation.

2. PAYMENT TERMS

Invoices shall be submitted by Service Provider in accordance with the Payment Schedule. Client shall pay undisputed amounts within days of receipt of invoice. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Client shall be responsible for all reasonable collection costs, including attorneys' fees.

Unless otherwise stated, all fees are exclusive of sales, use, value-added and other taxes. Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance of the services upon presentation of supporting documentation.

3. TERM AND TERMINATION

This Agreement shall commence 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 days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one 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 shall (i) hold Confidential Information of the other in strict confidence, (ii) use Confidential Information only to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations substantially similar to those herein.

Confidential Information does not include information that is: (a) publicly known without breach of this Agreement; (b) rightfully received from a third party without restriction; or (c) independently developed without use of the other's Confidential Information. Upon termination or written request, receiving party shall promptly return or destroy Confidential Information. Confidentiality obligations shall survive termination for .

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and general know-how. Subject to Client's timely payment in full, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables created specifically for Client solely for Client's internal business purposes. Any third-party materials incorporated into deliverables remain subject to third-party terms and licenses.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other from losses arising out of its gross negligence or willful misconduct. Except for a party's indemnification obligations or a party's breach of confidentiality or willful misconduct, neither party's aggregate liability for any claim arising under this Agreement shall exceed the total amount paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

7. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Service Provider is solely responsible for payment of taxes and benefits for its personnel.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments and written amendments signed by both parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to the subject matter hereof. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices shall be given in writing to the addresses provided below.

CONTACT INFORMATION

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