Business Services Dynapower

BUSINESS SERVICES AGREEMENT — DYNAPOWER

This Business Services Agreement (the Agreement) is entered into as of by and between:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing technical, consulting and operational services relating to power systems, energy equipment, and related business services; and

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

WHEREAS, the parties intend by this Agreement to set forth the obligations, payment terms, confidentiality, and other terms governing their business relationship.

SCOPE OF WORK

Deliverables shall include project plans, technical reports, equipment specifications, installation oversight, testing protocols, and any additional items expressly identified in the Scope of Work. Service Provider shall perform services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Invoices shall be issued by Service Provider according to the Payment Schedule and are due within days of invoice date. Payments shall be in United States dollars unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on the Start Date of and shall continue until the End Date of unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days of written notice of breach.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in confidence all non-public information disclosed by the other party (Disclosing Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is (a) in the public domain through no fault of the Receiving Party; (b) already lawfully known by the Receiving Party prior to disclosure; (c) rightfully received from a third party without restriction; or (d) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Upon termination or written request, Receiving Party shall return or destroy all Confidential Information and certify destruction upon request. The obligations in this Section shall survive termination for a period of five (5) years, provided that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

As between the parties, Service Provider retains ownership of its preexisting intellectual property, general know-how, methodologies, and tools ("Service Provider IP"). Client shall retain ownership of Client preexisting intellectual property. All deliverables produced specifically for Client under this Agreement and paid in full shall be considered Client Work Product and ownership shall transfer to Client upon full payment, except that Service Provider hereby grants to Client a non-exclusive, perpetual license to any Service Provider IP embodied in such deliverables to the extent necessary for Client's use of the deliverables. Service Provider may retain copies of deliverables for archival and compliance purposes.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LOST PROFITS OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; 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 first attempt to resolve disputes through good-faith negotiation. If unresolved within forty-five (45) days, the parties may pursue any available legal remedies in the courts located in the county of the governing law state.

ASSIGNMENT; AMENDMENT; NOTICES

Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a change of control. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties. Notices shall be sent to the addresses set forth above or as otherwise provided in writing and shall be deemed given upon receipt.

ENTIRE AGREEMENT

This Agreement, including all exhibits and statements of work referenced 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. If any provision is held unenforceable, the remaining provisions remain in full force and effect.

MISCELLANEOUS

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship. Each party is responsible for its own taxes and employment obligations. Headings are for convenience only and do not affect interpretation.

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