Business Services Dragon Spring

Business Services Agreement — Dragon Spring

Parties and Recitals

This Business Services Agreement (the Agreement) is made effective as of by and between:

Client Name:    Service Provider Name:

WHEREAS, Client desires to engage Service Provider to perform certain business services described herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources to perform the services in a professional manner consistent with industry standards; and

WHEREAS, the parties intend to set forth the terms and conditions governing their relationship and the services to be performed.

Contact Information

Scope of Work

Service Provider shall perform the professional services described below in a timely and workmanlike manner consistent with prevailing industry standards. Services may include deliverables, milestones, and specific tasks as agreed in writing.

Payment Terms

In consideration for the services, Client shall pay Service Provider the fees set forth below. Unless otherwise stated, all amounts are payable in lawful currency and are exclusive of taxes which the Client shall pay when applicable.

If Client fails to pay undisputed amounts when due, Service Provider may suspend performance after providing written notice and a cure period of days. Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred in collecting past due amounts.

Term and Termination

Term: This Agreement commences on the Start Date and continues until the End Date or until terminated as provided below.

Start Date:    End Date:

Either party may terminate this Agreement without cause upon written notice to the other party no less than days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Each party shall maintain in confidence all non-public business, technical, and financial information disclosed by the other party and identified as confidential or that reasonably should be considered confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information shall not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was in the receiving party's possession before receipt from the disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely for the purpose of performing obligations under this Agreement and shall restrict access to those employees, contractors, and advisors who have a need to know and who are bound to confidentiality obligations no less protective than those contained herein. Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain subject to protection for as long as they qualify as trade secrets under applicable law.

Independent Contractor; Insurance

Service Provider is an independent contractor and not an employee, joint venturer, or agent of Client. Service Provider is solely responsible for all taxes, withholdings, and other statutory obligations. Service Provider shall maintain general liability and professional liability insurance in amounts reasonably appropriate for the services to be provided and shall provide evidence of such insurance upon Client's request.

Governing Law and Dispute Resolution

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. The parties shall attempt in good faith to resolve disputes through negotiation. If the parties cannot resolve a dispute by negotiation within thirty (30) days, either party may pursue any available legal or equitable remedies.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable for consequential, incidental, special, punitive, or exemplary damages, whether in contract, tort, or otherwise. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid or payable to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Entire Agreement; Amendments

This Agreement, including any exhibits or schedules 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 or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices under this Agreement shall be in writing and delivered to the addresses set forth above. 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.

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