Business Services Honeybee Agreement

BUSINESS SERVICES HONEYBEE AGREEMENT

This Business Services Agreement ("Agreement") is entered into as of the day of , by and between the parties set forth below.

Parties

Recitals (Whereas)

WHEREAS, Client desires to retain Service Provider to provide business services consisting of operational, marketing, and consultation support, and Service Provider represents that it has the experience, personnel and capability to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide the specified services and Client will compensate Service Provider for those services;

WHEREAS, the parties intend that this Agreement will govern the relationship between them and will allocate responsibilities, confidentiality obligations, and remedies in the event of breach.

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. Any material changes to the scope shall be by written amendment signed by both parties.

Payment Terms

Client shall pay Service Provider for the services performed as follows. Unless otherwise agreed in writing, fees are exclusive of taxes which shall be paid by Client when applicable.

Invoices shall be rendered by Service Provider in accordance with the payment schedule. Unless otherwise stated on the invoice, Client shall pay undisputed amounts within days of receipt of invoice.

If Client fails to pay undisputed amounts when due, Service Provider may suspend performance after giving seven (7) days' written notice and shall be entitled to recover costs of collection, including reasonable attorneys' fees.

Term and Termination

The term of this Agreement shall commence on the Start Date set forth below and continue until the End Date or until earlier terminated in accordance with this Agreement.

Start Date:     End Date:

Either party may terminate this Agreement for material breach if the other party fails to cure such breach within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice.

Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred up to the effective date of termination. Service Provider shall deliver to Client all work in progress and any deliverables for which Client has paid.

Confidentiality

"Confidential Information" means all non-public, proprietary or business information disclosed by one party to the other, whether disclosed orally, visually or in writing. The receiving party shall (i) hold Confidential Information in confidence, (ii) not disclose Confidential Information to any third party except as expressly permitted in this Agreement, and (iii) use Confidential Information solely to perform its obligations under this Agreement.

The confidentiality obligations shall survive termination or expiration of this Agreement for a period of unless otherwise required by law.

Representations; Indemnification; Limitation of Liability

Each party represents that it has full power and authority to enter into this Agreement. Service Provider agrees to perform services in a manner consistent with applicable professional standards. Client shall indemnify and hold harmless Service Provider from claims arising from Client-provided materials or Client's misuse of deliverables, except to the extent caused by Service Provider's gross negligence or willful misconduct.

Except for liability arising from gross negligence, willful misconduct or breaches of confidentiality, each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

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 agree that the state and federal courts located in that state shall have exclusive jurisdiction over disputes arising out of or relating to this Agreement.

Entire Agreement; Amendments

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

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed to effectuate the original intent as closely as possible.

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