Business Services Jerico

BUSINESS SERVICES AGREEMENT — JERICO

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

Service Provider: , Address:

Client: , Address:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, project management and related deliverables, and has the expertise and personnel to perform the services described herein; and

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

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

1. SCOPE OF WORK

2. PAYMENT TERMS

Compensation: Client shall pay Service Provider a total fee of (the "Fee") for the performance of Services described in Section 1, subject to adjustments as set forth below.

Deposit: Client shall pay an initial deposit of upon execution of this Agreement unless otherwise agreed in writing.

Late Fee and Interest: Any undisputed payment not received within days after the applicable due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus a late fee of for each past-due invoice.

3. TERM AND TERMINATION

Term: The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section 3.

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

4. CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party in connection with this Agreement, whether marked confidential or not, including business plans, technical data, pricing, customer lists and trade secrets.

Obligations: Each party shall hold Confidential Information in strict confidence, shall not disclose it to third parties except as necessary to perform this Agreement, and shall use at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information but in no event less than reasonable care.

Duration: The confidentiality obligations set forth in this Section shall remain in effect for a period of years following termination or expiration of this Agreement.

5. INDEPENDENT CONTRACTOR; ASSIGNMENT

Relationship: Service Provider is an independent contractor and shall be solely responsible for all taxes, withholdings, benefits and other obligations of its personnel. Nothing in this Agreement shall be construed to create an employment, partnership or joint venture relationship between the parties.

Assignment: Neither party may assign its rights or obligations under this Agreement 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, sale of substantially all of its assets or similar transaction.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement, provided that the indemnified party provides prompt written notice of the claim and cooperates in the defense.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles.

8. ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, including all exhibits and 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.

Amendment: Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

9. MISCELLANEOUS

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given when delivered in person, by certified mail, or by nationally recognized overnight courier.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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