Business Services Dud Shur

BUSINESS SERVICES AGREEMENT — DUD SHUR

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing specialized business services, consulting, and implementation support, and possesses the expertise and personnel necessary to perform the services described below;

WHEREAS, Client desires to engage Service Provider to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to such services in this written Agreement.

SCOPE OF WORK

PAYMENT TERMS

Total Compensation: Client agrees to pay Service Provider the total amount of (the Total Fee) for the services and deliverables described in the Scope of Work.

Invoices will be submitted in accordance with the Payment Schedule and are due within days of invoice receipt. Payments shall be made in immediately available funds. All amounts are exclusive of taxes; Client shall be responsible for all applicable taxes, excluding taxes based on Service Provider's net income.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of (a) per month, or (b) the maximum rate allowed by law, and a one-time administrative late fee of .

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party delivered at least prior to the intended termination date.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach. Upon termination, Client will pay Service Provider for all work performed and reasonable, documented expenses incurred up to the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business plans, financial data, client lists, technical information, and trade secrets.

Obligations: The receiving party shall: (a) maintain the confidentiality of Confidential Information with at least the same degree of care as it uses to protect its own confidential information but not less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Exceptions: Confidential Information does not include information that is (i) or becomes generally available to the public through no breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the other party's Confidential Information.

Remedies: The parties agree that monetary damages may not be a sufficient remedy for breach of confidentiality and that the disclosing party shall be entitled to seek injunctive or equitable relief, in addition to any other remedies available at law or equity.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising out of this Agreement.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall create an employment, agency, partnership or joint venture relationship between the parties.

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability for claims arising out of this Agreement shall be limited to the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, subject to the limitations set forth in this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto and any written statements of work executed under this Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

PARTY CONTACT INFORMATION

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