Business Services Hennes

BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES HENNES

This Business Services Agreement (the Agreement) is entered into as of the Effective Date below by and between:

Service Provider Name:     Business Address:

Client Name:     Client Address:

Recitals

WHEREAS, Service Provider is duly engaged in the business of providing business consulting, administrative and operational support services and possesses the requisite expertise, personnel, and resources to perform such services; and

WHEREAS, Client desires to retain Service Provider to perform certain services for the benefit of Client, and Service Provider is willing to perform such services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Scope of Work

Service Provider shall provide the services described below (the Services). Services shall be performed in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

Client shall pay Service Provider the fees set forth below in exchange for the Services. Fees are inclusive of any applicable expenses only if expressly stated in writing.

 Check    Wire Transfer    Credit Card

3. Term and Termination

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

Start Date:

End Date:

Either party may terminate this Agreement for convenience by delivering written notice to the other party at least days prior to the intended termination date. Termination for cause shall be permitted where a material breach remains uncured for thirty (30) days after receipt of written notice specifying the breach.

4. Confidentiality

Each party (Receiving Party) shall keep confidential and shall not disclose to any third party any non-public information, materials, or data of the other party (Disclosing Party) that is clearly designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes publicly available other than by breach of this Agreement; (b) was lawfully in Receiving Party's possession prior to disclosure; or (c) is rightfully obtained by Receiving Party from a third party without breach of any confidentiality obligation.

Receiving Party shall use Confidential Information solely for the performance of its obligations under this Agreement, shall restrict access to those employees and contractors with a need to know, and shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain confidential for as long as they qualify as trade secrets under applicable law.

5. Intellectual Property

Unless otherwise agreed in writing, all work product, deliverables and materials created by Service Provider specifically for Client under this Agreement (Deliverables) shall be deemed "works made for hire" and ownership shall vest in Client upon full payment of all amounts due for such Deliverables. Service Provider retains ownership of its preexisting materials, methodologies, tools and know-how. Service Provider grants Client a non-exclusive, perpetual license to any Service Provider preexisting materials embedded in the Deliverables to the extent necessary for Client's use of the Deliverables.

6. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. Independent Contractor

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be solely responsible for all taxes, withholdings, and other statutory, regulatory or contractual obligations of any sort, including workers' compensation insurance for its personnel.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising under this Agreement.

9. Entire Agreement; Amendments

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

10. Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets.

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