Business Services Galiano

BUSINESS SERVICES AGREEMENT — GALIANO

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

Service Provider Name:    Service Provider Address:

Client Name:    Client Address:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business consulting, marketing, administrative and other commercial services described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain services related to Client's business operations in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the terms and conditions under which Service Provider will provide such services and Client will compensate Service Provider.

SCOPE OF WORK

Service Provider shall perform the services described below and any ancillary tasks reasonably necessary to accomplish the services. The services shall be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

In consideration for the services provided by Service Provider, Client shall pay Service Provider the fees and expenses set forth in this section. All amounts stated are payable in lawful currency.

Invoices are due within days of receipt. Late payments shall incur a late fee of % per month on the outstanding balance, or the maximum amount permitted by applicable law, whichever is less. Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in performance of the services.

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within 15 days after written notice of the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral or written, 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. Service Provider and Client agree to hold Confidential Information in strict confidence, use it solely to perform this Agreement, and not disclose it to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations survive termination of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue for so long as the information qualifies as a trade secret under applicable law. Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) was known to the receiving party prior to disclosure, (iii) is received from a third party having the right to disclose, or (iv) is independently developed without use of Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without giving effect to conflict of laws principles that would apply the laws of another jurisdiction.

ENTIRE AGREEMENT; OTHER PROVISIONS

This Agreement, including all exhibits and attachments, 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. No amendment or modification shall be effective unless in writing and signed by both parties. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Relationship of the parties: Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship. Each party shall defend, indemnify and hold harmless the other from third-party claims arising out of its negligence or willful misconduct, except to the extent caused by the negligence or willful misconduct of the indemnified party.

NOTICES

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