Business Services IA

BUSINESS SERVICES AGREEMENT (IA)

This Business Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider: with principal place of business at and Client: with principal place of business at .

WHEREAS

WHEREAS, Service Provider has represented that it possesses the skills, experience and resources necessary to perform the business services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and subject to the conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

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

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the fee schedule set forth below. All monetary amounts are in United States Dollars unless otherwise stated.

Invoices shall be rendered by Service Provider in accordance with the Payment Schedule. Payment is due within days of invoice receipt (Net invoicing).

Late Payment: Any amount not paid when due shall accrue interest at the lesser of (a) the rate of compounded monthly, or (b) the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Expenses: Client shall reimburse Service Provider for pre-approved, reasonable, and documented out-of-pocket expenses incurred in the performance of the Services upon submission of invoices.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue through End Date: unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party at least days prior to the intended termination date.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for Services performed and reimbursable expenses incurred through the effective date of termination. Sections that by their nature survive termination or expiration shall so survive, including Confidentiality, Indemnification, Governing Law and Entire Agreement provisions.

CONFIDENTIALITY

Definition: "Confidential Information" means information disclosed by a party (Disclosing Party) to the other party (Receiving Party) that is marked confidential or would reasonably be understood to be confidential given its nature and the circumstances of disclosure, including business plans, technical data, trade secrets, pricing, and customer information.

Obligations: Receiving Party shall (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was rightfully in the Receiving Party's possession prior to disclosure; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

Duration: The obligations set forth in this Confidentiality section shall survive the termination or expiration of this Agreement for a period of unless a longer period is required by applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of this Agreement.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and not an employee, agent or partner of Client. Service Provider retains the sole right to control and direct the means, manner and method by which the Services are performed.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral, relating to the subject matter hereof. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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