Business Services Edina

Business Services Edina — General Business Services Agreement

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, the Service Provider is engaged in the business of providing professional business support, consulting, and operational services and possesses experience, personnel and resources necessary to provide such services; and

WHEREAS, the Client desires to retain the Service Provider to perform certain business services on the terms and conditions set forth in this Agreement and the Service Provider is willing to accept such engagement; and

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows. Effective Date:

Scope of Work

The Service Provider shall perform the services and deliverables described below. The Service Provider shall perform services in a professional manner consistent with industry standards.

Payment Terms

Compensation to the Service Provider shall be as set forth below. The Client agrees to pay the Service Provider the total fees and reimbursements described in this section in consideration for the services performed.

Unpaid amounts shall accrue interest at the lesser of the rate specified below or the maximum rate permitted by law. Late interest rate (per month): %; Minimum late charge: $. The Client shall also be responsible for all reasonable collection costs, including attorneys' fees.

Term and Termination

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

Term Start Date: Term End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Termination shall not relieve the Client of the obligation to pay for services properly performed prior to termination or for non-cancellable commitments made by the Service Provider in performance of this Agreement.

Confidentiality

Each party acknowledges that, in the course of performance, it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential.

Each recipient shall (a) hold the discloser's Confidential Information in strict confidence, (b) not disclose it to any third parties except as permitted by this Agreement, and (c) use it only to perform obligations or exercise rights under this Agreement. Confidentiality obligations shall survive termination of this Agreement for years, except as otherwise required by law. Permitted disclosures include disclosures required by law or to the recipient's legal or financial advisors provided they are bound to confidentiality obligations no less protective than 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 its conflict of law principles. The parties shall first attempt to resolve disputes in good faith through negotiation. If unresolved, disputes shall be resolved by litigation in the state or federal courts located in the specified governing jurisdiction.

Indemnification and Insurance

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, losses, liabilities, damages, costs and expenses arising out of the indemnitor's breach of this Agreement, negligence, willful misconduct, or violation of law. The Service Provider shall maintain commercially reasonable insurance coverage appropriate to the services provided and shall provide evidence of such insurance on request.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Relationship of the parties: The Service Provider is an independent contractor. Neither party shall be deemed an agent or partner of the other for any purpose. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets. Severability: If any provision is held unenforceable, the remainder shall remain in full force and effect.

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