Business Services INTERCORP

BUSINESS SERVICES AGREEMENT — INTERCORP

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

Client Name:

Service Provider:

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business services described in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel and facilities necessary to perform such services in a professional manner under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance of services and payment therefor.

Scope of Work

Service Provider shall perform the services described below for Client. The services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider for the services rendered in accordance with the schedule and amounts set forth below. All amounts are stated in U.S. dollars unless otherwise indicated.

Invoices shall be submitted by Service Provider and are due and payable within days of Client's receipt of invoice, unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of (a) % per month on the outstanding balance, or (b) the maximum rate permitted by applicable law. In addition, Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

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

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 the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of 15 days after written notice identifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, 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. Confidential Information excludes information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was lawfully in the receiving party's possession prior to receipt from the disclosing party; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Each party shall: (i) hold the other party's Confidential Information in strict confidence; (ii) not use such Confidential Information for any purpose other than the performance of this Agreement; and (iii) limit access to such Confidential Information to those employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein. Upon termination or written request, the receiving party shall return or destroy the disclosing party's Confidential Information, except to the extent retention is required by law, in which case the retained Confidential Information will remain subject to the confidentiality obligations herein.

Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. Except with respect to liability for a party's gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability arising out of or relating to this Agreement shall exceed the total amounts paid or payable to Service Provider under this Agreement during the twelve (12) month period 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 conflicts of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

Entire Agreement; Amendments

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

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, by nationally recognized overnight courier, or three (3) business days after being mailed by certified mail, postage prepaid, to the addresses set forth above or to such other address as either party designates by notice to the other.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The rights and obligations of the parties under this Agreement are not assignable 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 merger or sale of substantially all of its assets.

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