Business Services Ginger Spice

Business Services Agreement — Ginger Spice

Parties

This Business Services Agreement ("Agreement") is made as of between Service Provider: with principal address , and Client: with principal address .

Corporation LLC Sole Proprietor Other

Corporation LLC Sole Proprietor Other

Recitals

WHEREAS, Service Provider is engaged in the business of providing consulting, marketing, and operational services to commercial clients; and

WHEREAS, Client desires to retain Service Provider to perform certain services described in this Agreement, and Service Provider is willing to perform such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

Scope of Work

Service Provider shall provide the services described below. The parties acknowledge that the scope may be modified by written change order signed by both parties.

Payment Terms

Client shall pay Service Provider for the services an aggregate amount of $ (the "Fee"), payable according to the schedule set forth below.

Late payments shall accrue interest at per month on any overdue balance, or the maximum rate permitted by applicable law, whichever is less. Client is responsible for all reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

All fees are exclusive of expenses. Unless otherwise agreed in writing, Client will reimburse Service Provider for reasonable out-of-pocket expenses incurred in performance of the services upon submission of receipts or other documentation.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, including any non-cancellable commitments made in connection with performance.

Confidentiality

"Confidential Information" means business, technical and financial 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. Each party agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice to the disclosing party and cooperates in any lawful effort to limit or protect such disclosure.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secret under applicable law.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the parties cannot resolve a dispute through negotiation within thirty (30) days, either party may pursue any remedy available at law or in equity.

Limitation of Liability

Except for breaches of confidentiality or infringement of intellectual property rights, neither party shall be liable to the other for incidental, consequential, special, punitive or indirect damages arising out of or related to this Agreement, regardless of the theory of liability, and regardless of whether the party has been advised of the possibility of such damages. Total aggregate liability under this Agreement shall not exceed the fees paid by Client to Service Provider in the twelve (12) months preceding the event giving rise to the claim.

Entire Agreement; Amendments

This Agreement, together with any exhibits or addenda 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, or representations, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

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 sale of substantially all of its assets. The provisions of this Agreement that by their nature should survive termination will survive, including but not limited to payment obligations, confidentiality, and limitation of liability.

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