Business Services JUAMI

BUSINESS SERVICES AGREEMENT — JUAMI

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

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services relating to the operation, development and management of Client's business activities as set forth herein; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capability to provide the services described in this Agreement and is willing to perform such services under the terms and conditions set forth below.

WHEREAS, the parties intend that this Agreement govern the rights and obligations of the parties with respect to the services to be provided by Service Provider to Client.

Scope of Work

Service Provider shall perform the services described below (Services). The Services shall include all work reasonably necessary to accomplish the tasks identified and any related activities as agreed in writing by the parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. All fees are exclusive of taxes unless otherwise stated.

Invoices shall be issued by Service Provider and payment is due within days of invoice date. Payments not received within that period shall accrue late charges.

All undisputed payments shall be made in United States Dollars by check or electronic transfer to an account designated by Service Provider. Client shall be responsible for reasonable collection costs, including attorneys' fees, for late or unpaid balances.

Term and Termination

The term of this Agreement shall commence on and, unless earlier terminated as provided herein, shall continue until .

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Either party may terminate immediately for material breach if such breach is not cured within 15 days after written notice from the non-breaching party.

Upon termination, Service Provider shall cease performing Services and shall deliver to Client all work in progress. Client shall pay Service Provider for all Services performed and expenses properly incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other in oral, written, electronic or other form 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.

Each party shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to third parties except as expressly permitted by this Agreement; and (c) use Confidential Information only to perform its obligations under this Agreement. These obligations shall not apply to information which: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Notwithstanding the foregoing, a receiving party may disclose Confidential Information to the extent required by applicable law or court order, provided the receiving party gives the disclosing party prompt written notice and cooperates (at disclosing party's expense) to seek an appropriate protective order or other remedy.

Representations and Warranties

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any applicable law, regulation, or agreement with a third party.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence or willful misconduct. Except for liability arising from willful misconduct, fraud, or a party's breach of its confidentiality obligations, neither party shall be liable for consequential, incidental, special or punitive damages.

Governing Law

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

Entire Agreement; Amendments

This Agreement, together with 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, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be binding unless executed in writing by duly authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign this Agreement in connection with a merger, acquisition or sale of substantially all its assets.

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