Business Services Crinu

BUSINESS SERVICES AGREEMENT — CRINU

This Business Services Agreement ("Agreement") is made effective as of by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business consulting, operational support, and related professional services under the name Crinu; and

WHEREAS, Client desires to retain Service Provider to provide the services described herein and Service Provider is willing to perform such services pursuant to the terms and conditions of this Agreement.

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 in the Description of Services on the schedule mutually agreed by the parties. Any material change to the scope shall be documented in a written amendment signed by both parties.

2. PAYMENT TERMS

Invoices are payable within the period set forth in the Payment Schedule. Overdue amounts shall accrue interest at the Late Payment Fee rate above, or if none is specified, at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Client shall reimburse reasonable costs of collection, including attorneys' fees, for overdue payments.

3. 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 any material breach by the other party that remains uncured after thirty (30) days' written notice specifying the breach. Either party may also terminate for convenience upon the notice period set forth above. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

4. CONFIDENTIALITY

"Confidential Information" means any 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. Service Provider and Client each agree: (a) to hold Confidential Information of the other in strict confidence; (b) to use Confidential Information solely to perform obligations under this Agreement; and (c) not to disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and who are bound by obligations of confidentiality no less protective than those in this Agreement.

Confidentiality obligations do not apply to information that (i) was in the public domain at the time of disclosure, (ii) becomes public other than through a breach of this Agreement, (iii) was rightfully known to the receiving party prior to disclosure, or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and the disclosure is limited to the extent legally required.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider owns all pre-existing intellectual property and tools, methodologies, templates and know-how used in performing the services. Deliverables specifically created for Client pursuant to this Agreement will be owned by Client upon full payment for such Deliverables; Service Provider will retain an unrestricted, worldwide, royalty-free license to use general skills, know-how and techniques acquired or developed in the performance of this Agreement.

6. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for resolution of disputes.

8. ENTIRE AGREEMENT

This Agreement, including any exhibits or written amendments signed by both parties, constitutes the entire agreement between Service Provider and Client with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, representations and understandings. Any modification to this Agreement must be made in writing and signed by an authorized representative of each party.

9. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions 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 under this Agreement shall be in writing and delivered to the addresses provided by the parties.

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