Business Services HHGBOL

BUSINESS SERVICES AGREEMENT — HHGBOL

This Business Services Agreement ("Agreement") is entered into between the parties identified below on the Effective Date. The parties agree as follows:

Parties

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein and Service Provider has the capability and expertise to perform such services consistent with industry standards; and

WHEREAS, Service Provider agrees to perform the services for consideration under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to memorialize the duties, compensation, confidentiality obligations and governing law applicable to the relationship.

Scope of Work

Service Provider shall perform the services described below and any related tasks reasonably necessary to complete those services in a professional manner consistent with applicable standards and good industry practice.

Payment Terms

Compensation for services provided under this Agreement shall be paid in accordance with the terms below. All amounts are stated in lawful currency of the governing jurisdiction unless otherwise specified.

Invoices shall be submitted by Service Provider and are payable by Client within days of receipt unless otherwise stated in writing.

Late payments will incur interest at the lesser of (a) per month on the outstanding balance or (b) the maximum rate permitted by applicable law. In addition, Client is responsible for reasonable collection costs and legal fees incurred by Service Provider in enforcing payment.

All fees exclude applicable taxes. Client shall be responsible for sales, use, value-added, and similar taxes assessed in connection with the performance of services, excluding taxes based on Service Provider's net income.

Term and Termination

This Agreement shall commence on the Effective Date and continue until the Completion Date, unless earlier terminated in accordance with this Section.

Effective Date:    Completion Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach, or immediately for insolvency or bankruptcy of the other party.

Upon termination, Client shall pay Service Provider for services performed and approved expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive, including confidentiality, indemnification and payment obligations.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence and not disclose to any third party any Confidential Information disclosed by the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" includes non-public business, technical, financial, and customer information disclosed in written, oral, electronic or other form.

Confidential obligations do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) was known to the Receiving Party prior to disclosure as shown by written records; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

Upon termination or written request, the Receiving Party shall return or certify destruction of the Disclosing Party's Confidential Information, except to the extent retention is required by law or retained in automated backup systems. Confidential obligations shall survive termination for a period of unless otherwise required by law.

Warranties and Limitation of Liability

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, except for liability arising from gross negligence, willful misconduct, or a party's breach of confidentiality or payment obligations. The aggregate liability of either party for direct damages arising from this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located therein for disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or modification shall be effective unless made 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, except that Service Provider may assign to an acquirer of substantially all of its business or assets without Client consent. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights provided by law.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

Representations

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder and that the person signing on its behalf is duly authorized to execute this Agreement.

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