Business Services Engaged

BUSINESS SERVICES ENGAGED

This Business Services Engaged (the "Agreement") is entered into as of by and between Service Provider: , located at , and Client: , located at .

RECITALS

WHEREAS: Service Provider has professional expertise and experience in providing the services described below;

WHEREAS: Client desires to engage Service Provider to perform certain business services on the terms and conditions set forth in this Agreement;

WHEREAS: The parties intend for this Agreement to set forth the full terms of the parties' relationship with respect to the matters described herein.

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The specific tasks, deliverables, milestones and acceptance criteria are set forth in the space below. Any material change to the scope will require written amendment signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimbursements set forth below in consideration for the Services. Fees are exclusive of applicable taxes and third-party costs unless otherwise agreed in writing. Service Provider shall submit invoices in accordance with the schedule below and Client shall pay undisputed amounts in accordance with the payment terms described.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice. Termination shall not relieve Client of its obligation to pay for Services performed and costs incurred through the effective date of termination. Provisions that by their nature survive termination shall remain in effect.

CONFIDENTIALITY

Each party agrees that all non-public information disclosed by one party to the other that is identified as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information") shall be held in confidence. Receiving party shall use Confidential Information only for performance under this Agreement and shall restrict disclosure to its employees, contractors or advisors who have a need to know and are bound to protect confidentiality. Confidential Information does not include information that is or becomes publicly available other than through a breach of this Agreement, was known to the receiving party prior to disclosure, or is rightfully obtained from a third party without restriction. Upon termination or written request, receiving party shall return or destroy Confidential Information within . The confidentiality obligations shall survive termination for a period of years.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third party claims arising from its gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any attachments or written amendments signed by both parties, constitutes the entire agreement between Service Provider and Client with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral. No modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may notify the other in writing) and shall be deemed given upon personal delivery, three days after deposit in the U.S. mail, or one day after delivery to a nationally recognized overnight courier.

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