Business Services IntercedeMB

BUSINESS SERVICES AGREEMENT — INTERCEDEMB

This Business Services Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between , a service provider doing business as IntercedeMB ("Service Provider"), and ("Client"). The Service Provider and Client are sometimes referred to collectively as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Service Provider possesses expertise in providing business advisory, project management, and implementation services described below; and

WHEREAS, Client desires to engage Service Provider to perform certain services for consideration and Service Provider is willing to provide such services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall perform the services described in this Section and any attachments agreed in writing by the Parties. Service Provider will devote commercially reasonable personnel, skill and attention to the performance of the services and will perform in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

As consideration for the services, Client shall pay Service Provider as follows:

All payments are exclusive of taxes. Client shall be responsible for sales, use, value added or other taxes imposed on the services, excluding taxes based on Service Provider's income, unless Client provides a valid exemption certificate prior to billing.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated as provided herein. Start Date: and End Date:

Either Party may terminate this Agreement for material breach of this Agreement by the other Party if the breaching Party fails to cure such breach within the Notice Period after receipt of written notice. Notice Period (days):

Either Party may also terminate for convenience upon written notice to the other Party as set forth in a written amendment to this Agreement. Upon termination, Client will pay Service Provider for all services performed and approved expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party") in connection with this Agreement, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall (a) use the Confidential Information solely for the performance of its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement by the Receiving Party; (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party; (iii) is lawfully received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

INSURANCE, INDEMNIFICATION AND LIMITATION OF LIABILITY

Service Provider shall maintain commercially reasonable insurance applicable to the services provided. Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, losses or liabilities arising from the indemnifying Party's gross negligence or willful misconduct in performing this Agreement. Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither Party's aggregate liability for claims arising out of this Agreement shall exceed the total fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt in good faith to resolve disputes promptly by negotiation between senior executives. If unresolved within thirty (30) days, disputes may be submitted to binding arbitration by mutual agreement of the Parties or, if arbitration is not mutually agreed, may be litigated in state or federal court located in the governing state.

MISCELLANEOUS

Entire Agreement. This Agreement, together with any statements of work or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral.

Amendments. Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.

Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

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