Business Services Gunn

BUSINESS SERVICES GUNN AGREEMENT

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing business consulting, administrative support, and related professional services; and

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

WHEREAS, the parties intend that this Agreement set forth the entire understanding and obligations of the parties with respect to the subject matter hereof.

Parties and Contact Information

Scope of Work

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

Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees and expenses set forth below in accordance with the schedule specified. All fees are payable in U.S. currency unless otherwise agreed in writing.

Client shall reimburse Service Provider for reasonable out-of-pocket expenses incurred in connection with performance of the Services, provided that such expenses have been pre-approved in writing by Client where such expenses exceed .

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination.

Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other party in connection with this Agreement, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) use such Confidential Information only to perform its obligations or exercise its rights under this Agreement; and (c) not disclose such Confidential Information to any third party except as required by law or to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

The obligations under this Confidentiality section shall survive termination or expiration of this Agreement for a period of years.

Ownership; Deliverables

Unless otherwise agreed in writing, upon receipt of full payment by Client, Service Provider assigns to Client all right, title and interest in and to deliverables specifically developed for Client under this Agreement. Service Provider retains ownership of general know-how, methodologies, templates, and pre-existing materials. If deliverables incorporate Service Provider pre-existing materials, Service Provider grants Client a non-exclusive, worldwide, royalty-free license to use those pre-existing materials solely as incorporated in the deliverables.

Limitation of Liability; Indemnification

EXCEPT FOR DAMAGES RESULTING FROM A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR SIX MONTHS.

Client shall indemnify, defend and hold Service Provider harmless from and against any third-party claims arising out of Client's breach of this Agreement, misuse of deliverables, or violation of applicable law, except to the extent caused by Service Provider's gross negligence or willful misconduct.

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 law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If the parties are unable to resolve a dispute within 30 days, either party may pursue any remedy available at law or in equity in the courts located in the governing state.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments, 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 of this Agreement must be in writing and signed by authorized representatives of both parties.

Representations

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider further represents that the Services will be performed in a professional manner in accordance with industry standards.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice to the other party.

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