Business Services Feldspar

BUSINESS SERVICES FELDSPAR

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein, and Service Provider represents that it has the qualifications, experience and resources to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the performance, payment and confidentiality of such services.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in accordance with the standards of care and diligence customary in the industry. The scope shall include any tasks reasonably necessary to complete the deliverables described.

PAYMENT TERMS

In consideration for the services rendered by Service Provider, Client shall pay Service Provider the fees and expenses set forth below. All fees are exclusive of taxes unless otherwise stated.

All undisputed invoices not paid within the agreed due date shall accrue interest at the rate specified above and Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breach is not cured within thirty (30) days following written notice. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, visually or in writing. Confidential Information includes, without limitation, business plans, financial information, customer lists, technical data, trade secrets and any other information the disclosing party designates as confidential.

The receiving party shall (a) maintain the Confidential Information in strict confidence, (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 who are bound by duties of confidentiality at least as protective as those in this Agreement. These obligations shall not apply to information that: (i) is or becomes generally available to the public other than by disclosure in violation of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

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 laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any attachments and statements of work executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

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

Assignment: Neither party may assign its rights or delegate its obligations under 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 sale of substantially all of its assets.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, subject to the indemnified party's compliance with any notice and cooperation obligations.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, special, consequential or punitive damages, and each party's aggregate liability for any claim arising out of this Agreement shall not exceed the total fees paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the claim.

REPRESENTATIONS AND AUTHORITY

Each party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement and that the person executing this Agreement on its behalf is duly authorized to do so.

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