Business Services DIGITECH

BUSINESS SERVICES AGREEMENT — DIGITECH

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

RECITALS

WHEREAS, Provider is engaged in the business of providing digital technology services and related consulting, including but not limited to software integration, systems design, and cloud services, and has represented that it possesses the necessary skill, personnel and resources to perform such services; and

WHEREAS, Client desires to retain Provider to perform certain business and technology services for Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the performance of services, payment, confidentiality and related matters.

SCOPE OF WORK

Provider shall perform the services described below with reasonable care and in a professional manner in accordance with industry standards. Specific deliverables, acceptance criteria, and timelines shall be as set forth in the description below:

PAYMENT TERMS

Client shall pay Provider the compensation described below in exchange for the services and deliverables. All fees are payable in United States dollars unless otherwise agreed in writing.

In the event any undisputed invoice is not paid within days of the invoice date, Client shall pay interest on the past due amount at the rate of per month (or the highest rate permitted by law, if lower), plus all costs of collection, including reasonable attorneys' fees.

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 giving the other party not less than days' prior written notice. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days following written notice of the breach.

Upon termination, Client shall pay Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Provider shall deliver to Client any work in progress and other materials as required by the parties' accepted deliverables and Client shall return any Provider property promptly.

CONFIDENTIALITY

"Confidential Information" means information disclosed by one party to the other that is designated as confidential or that, under the circumstances of disclosure, ought reasonably be treated as confidential, including business plans, technical data, trade secrets, pricing and customer information. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Each party shall (i) hold the other's Confidential Information in strict confidence, (ii) use the Confidential Information solely for the purpose of performing obligations under this Agreement, and (iii) not disclose the Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, or longer where required by applicable law for trade secrets.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for claims arising from willful misconduct or gross negligence, each party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

Client shall indemnify and hold Provider harmless from and against third-party claims arising from Client-provided materials, Client's misuse of deliverables, or Client's failure to comply with applicable law. Provider shall indemnify and hold Client harmless for third-party claims arising from Provider's infringement of third-party intellectual property rights in materials delivered as part of the services, subject to Client's prompt written notice and cooperation in defense.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by notice to the other.

GOVERNING LAW; ENTIRE AGREEMENT

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

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to a successor in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality provisions and that injunctive relief may be an appropriate remedy.

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