Business Services GO SA

BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES GO SA

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

Recitals

WHEREAS, Service Provider is in the business of providing business operations, advisory and related services and has represented that it has the personnel, expertise, and resources to perform the services described below; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement, and Service Provider desires to perform such services on the terms and conditions set forth herein.

WHEREAS, the parties intend for this Agreement to set forth the full understanding between the parties regarding the services to be provided and the compensation to be paid therefor.

Scope of Work

Service Provider shall perform the services and deliverables described below (collectively, the "Services"). The Services will be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider for the Services in accordance with the terms below. All fees are exclusive of taxes unless otherwise stated.

Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition to interest, Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider to collect overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing 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 of such breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

Confidentiality

Each party acknowledges that during the term of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information disclosed in any form that is designated as confidential or that a reasonable recipient would understand to be confidential. Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, contractors or advisors with a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure. The obligations in this Section shall not apply to information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) is lawfully received from a third party without restriction, or (iii) is independently developed without use of Confidential Information.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to any deliverables and work product specifically prepared for Client under this Agreement and paid for in full. Service Provider retains ownership of pre-existing materials, tools, templates and methodologies, and grants Client a non-exclusive, non-transferable license to the extent necessary to use the deliverables. Each party represents that it will not knowingly deliver materials that infringe third-party rights.

Indemnification and Limitation of Liability

Each party (the "Indemnifying Party") shall indemnify and hold harmless the other party (the "Indemnified Party") from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by the Indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

Subcontracting

Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for the performance of its subcontractors and complies with the confidentiality and other obligations of this Agreement.

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Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law 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 dispute is not resolved within thirty (30) days, the parties may pursue any available remedies in the courts of the governing state.

Entire Agreement; Amendments

This Agreement, including any written exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be sent to the addresses set forth above or to such other address as a party may specify by written notice. Notice is effective upon delivered receipt if delivered personally, by overnight courier, or by confirmed email transmission followed by mailed copy.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement shall create an employment, agency or joint venture relationship.

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