Business Services Keyngo

BUSINESS SERVICES KEYNGO

Parties

This Business Services Agreement (the Agreement) is entered into by and between Client Name: (Client) and Service Provider Name: (Provider), each a Party and together the Parties.

Recitals

WHEREAS, Client desires to engage Provider to perform certain business services as set forth in this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel and resources required to perform such services and is willing to provide the services on the terms and conditions contained herein; and

WHEREAS, the Parties desire to define their respective rights and obligations with respect to the services to be provided by Provider.

Scope of Work

Provider shall perform the services described below and in any written statements of work executed by the Parties (collectively, the Services). Provider will perform the Services in a professional manner consistent with industry standards.

Payment Terms

As consideration for the Services, Client shall pay Provider in accordance with the terms set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Unless otherwise stated, Client is responsible for pre-approved out-of-pocket expenses incurred by Provider in the performance of the Services. Provider shall obtain Client's prior written approval for any single expense expected to exceed .

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon days' prior written notice. Either Party may terminate for material breach if such breach remains uncured thirty (30) days after written notice specifying the breach.

Upon termination, Provider shall deliver all completed deliverables and reasonably cooperate with Client to effect an orderly transition. Client shall pay Provider for Services performed and expenses incurred through the effective date of termination.

Confidentiality

Each Party (Receiving Party) shall hold in confidence all non-public, confidential or proprietary information disclosed by the other Party (Disclosing Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information does not include 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 before receipt from the Disclosing Party, or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall not disclose Confidential Information except to its employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Receiving Party shall use the Confidential Information solely to exercise its rights and perform its obligations under this Agreement.

Representations; Independent Contractor; Indemnification

Each Party represents that it has the authority to enter into this Agreement. Provider is an independent contractor and nothing in this Agreement creates a partnership, joint venture or employer-employee relationship. Provider shall indemnify and hold Client harmless from claims arising out of Provider's gross negligence or willful misconduct in performance of the Services. Client shall indemnify Provider from claims arising from Client's breach or misuse of deliverables.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or a breach of confidentiality or indemnification obligations, neither Party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either Party for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to 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 conflict of law principles. The Parties will attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved, the Parties agree to submit the dispute to binding arbitration in the agreed venue unless otherwise mutually agreed in writing.

Entire Agreement; Amendments

This Agreement, together with any exhibits and statements of work executed hereunder, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and representations. Any amendment or modification must be in writing signed by authorized representatives of both Parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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