Business Services Emily

BUSINESS SERVICES AGREEMENT — EMILY

This Business Services Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: (each a "Party" and together the "Parties").

WHEREAS

WHEREAS, Service Provider is in the business of providing business advisory, administrative support, marketing coordination, and related services; and

WHEREAS, Client desires to engage Service Provider to perform certain services as described in this Agreement, and Service Provider agrees to provide such services under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described below (collectively, the "Services"). The Services shall be performed in a professional manner consistent with industry standards and in accordance with the schedule agreed by the Parties.

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the fees and schedule below. All fees are payable in United States dollars unless otherwise agreed in writing. Service Provider shall invoice Client in accordance with the agreed schedule and Client shall pay undisputed invoices within the period specified below.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated as provided below.

Either Party may terminate this Agreement for cause if the other Party materially breaches any obligation and fails to cure such breach within the notice period specified above. Upon termination, Client shall pay for Services performed through the effective date of termination and for any non-cancellable commitments reasonably incurred by Service Provider.

CONFIDENTIALITY

Each Party may disclose Confidential Information to the other Party in connection with the performance of this Agreement. "Confidential Information" means non-public information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving Party shall (a) hold the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, (b) not use Confidential Information except as necessary to perform under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those contained herein.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider retains ownership of all preexisting intellectual property and methodologies. Upon full payment, Service Provider assigns to Client all exclusive rights, title and interest in and to the final deliverables specifically created for Client under this Agreement, provided that Client's rights do not include Service Provider's underlying methodologies, templates, tools, or general know-how.

LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence, willful misconduct, or breaches of confidentiality, neither Party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of each Party for claims arising out of this Agreement shall not exceed the fees paid or payable by Client to Service Provider under this Agreement during the six (6) months prior to the event giving rise to the claim.

GOVERNING LAW

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 in that State for any dispute arising out of or related to this Agreement.

NOTICES

All notices required or permitted by this Agreement shall be in writing and delivered to the contact addresses below or as otherwise provided in writing by a Party.

ENTIRE AGREEMENT

This Agreement, together with any attachments and written statements of work executed by the Parties, constitutes the entire agreement between the Parties with respect to the Services and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any modification of this Agreement must be in writing and signed by both Parties.

MISCELLANEOUS

If any provision of this Agreement is held to be 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 Party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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