Business Services CYNDRX

Business Services CYNDRX

This Business Services Agreement (the "Agreement") is entered into as of (the "Effective Date") by and between Service Provider: , with principal business address , and Client: , with principal business address .

RECITALS

WHEREAS, Service Provider possesses expertise and experience in providing business services, consulting, and related deliverables to healthcare and life sciences enterprises, and Client desires to retain Service Provider to provide such services on the terms set forth herein;

WHEREAS, Service Provider is willing to provide the services described in this Agreement and Client desires to engage Service Provider to perform such services in accordance with the terms, covenants and conditions contained herein; and

WHEREAS, the parties intend that the scope, compensation, confidentiality protections and allocation of risk be governed by this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the fees and reimburse expenses as follows. Unless otherwise stated, all amounts are in U.S. dollars.

Invoices will be issued by Service Provider in accordance with the Payment Schedule. Unless otherwise provided, Client shall pay each invoice within days of receipt. Past due amounts shall accrue interest at the lesser of (a) 1.5% per month, or (b) the maximum rate permitted by applicable law, calculated from the invoice due date until paid in full. Client shall be responsible for reasonable collection costs, including attorney fees.

TERM AND TERMINATION

Term: This Agreement commences on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing no less than days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach. Upon termination, Client shall pay Service Provider for all services rendered and documented expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, 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 in confidence Confidential Information of the other party, (b) not to use such Confidential Information except to perform obligations under this Agreement, and (c) not to disclose such Confidential Information to any third party except to employees, contractors or advisers who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

The obligations of confidentiality do not apply to information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. If a receiving party is required by law or valid legal process to disclose Confidential Information, it shall provide prompt written notice to the disclosing party and cooperate with reasonable efforts to obtain a protective order or other remedy.

INDEPENDENT CONTRACTOR; INTELLECTUAL PROPERTY

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, agency, or fiduciary relationship between the parties. Service Provider is solely responsible for all taxes, withholdings and other statutory obligations arising from the performance of services.

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in methodologies, tools, templates and pre-existing materials used or developed by Service Provider in performing the services. Deliverables specifically identified as "work made for hire" or otherwise assigned in writing shall vest in Client upon full payment.

INDEMNIFICATION

Each party will indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of third party claims to the extent resulting from the indemnifying party's gross negligence, willful misconduct, or material 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 laws principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation. If the parties cannot resolve a dispute within 45 days, either party may pursue any available legal or equitable remedies in the courts located in the county of the governing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments expressly incorporated 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 written or oral. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

NOTICES

Notices required under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice). Notices shall be effective upon personal delivery, certified mail return receipt requested, or confirmed overnight courier.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be an inadequate remedy for breach of confidentiality or intellectual property provisions and that injunctive relief may be appropriate in addition to any other remedies.

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