Business Services Copperhouse

BUSINESS SERVICES COPPERHOUSE

This Business Services Agreement (the Agreement) is entered into between Service Provider Name: and Client Name: (each a Party and collectively the Parties), effective as of Effective Date: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business advisory, operational support and related professional services under the trade name Copperhouse and possesses the experience, personnel and resources to perform services for the Client; and

WHEREAS, Client desires to retain Service Provider to perform the services described herein and Service Provider agrees to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend to set forth their entire understanding with respect to the services, compensation and related obligations in this written Agreement.

SCOPE OF WORK

Service Provider shall perform the services described below in a professional manner in accordance with industry standards. The specific tasks, deliverables, timelines and acceptance criteria shall be as follows:

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses described below in consideration for the services rendered. All amounts are due in U.S. Dollars unless otherwise agreed in writing.

Invoices shall be submitted in accordance with the payment schedule. Unless otherwise stated, invoices are payable within thirty (30) days of receipt. Client shall be responsible for reasonable costs of collection, including attorneys' fees, for overdue balances.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective termination date. Either Party may terminate immediately for material breach if the breaching Party fails to cure the breach within thirty (30) days of written notice of such breach. Termination will not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means any non-public information disclosed by one Party (Disclosing Party) to the other Party (Receiving Party) whether orally, in writing or by inspection, 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 includes, without limitation, business plans, customer lists, financial data, trade secrets, and technical information.

The Receiving Party shall (a) use the Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of the Confidential Information to employees, contractors or agents who have a need to know and who are bound by obligations of confidentiality at least as protective as those contained in this Agreement; and (c) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party. The foregoing obligations shall not apply to information that: (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) was in the Receiving Party's possession prior to receipt from the Disclosing Party without an obligation of confidentiality; (iii) is received from a third party without a breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall, at the Disclosing Party's option, return or certify destruction of all Confidential Information and all copies thereof, except that Receiving Party may retain one archival copy of Confidential Information solely for compliance and recordkeeping purposes subject to the confidentiality obligations herein.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, in no event shall either Party be liable to the other for consequential, incidental, special, punitive or indirect damages, including lost profits, even if advised of the possibility of such damages. The aggregate liability of Service Provider for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the six (6) months preceding the claim.

Client shall indemnify, defend and hold harmless Service Provider and its officers, directors, employees and agents from and against any losses, liabilities, damages, claims and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, negligent acts or willful misconduct; Service Provider shall indemnify Client to the same extent for Service Provider's breach or willful misconduct.

ASSIGNMENT

Neither Party may assign or transfer this Agreement or any rights hereunder without the other Party's prior written consent, provided that Service Provider may assign this Agreement to an affiliate or in connection with a merger, sale of substantially all assets or change of control without Client's prior consent, provided that the assignee assumes Service Provider's obligations hereunder.

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 agree that any dispute arising out of or relating to this Agreement shall first be subject to good faith negotiation between senior representatives of each Party. If negotiation fails, the Parties agree to pursue mediation before initiating litigation.

NOTICES

All notices under this Agreement shall be given in writing and delivered to the addresses set forth below or to such other address as a Party may designate by written notice in accordance with this section. Notices shall be effective upon personal delivery, electronic delivery acknowledged in writing, or three (3) days after deposit with a nationally recognized overnight carrier.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and representations, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by both Parties.

Each Party represents and warrants that it has all necessary power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing this Agreement on its behalf is duly authorized to bind such Party.

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