Business Services Kings Head

BUSINESS SERVICES AGREEMENT — KINGS HEAD

This Business Services Agreement (the "Agreement") is made and entered into as of by and between Service Provider: with principal place of business at and Client: with address at .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to management consulting, marketing strategy, and operational support; and

WHEREAS, Client desires to retain Service Provider to perform certain services as described herein, and Service Provider is willing to perform such services pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SCOPE OF WORK

Provider shall perform the services described above in a professional and timely manner consistent with industry standards. Deliverables, milestones, and acceptance criteria shall be as set forth in the Scope of Work or as otherwise mutually agreed in writing by the parties.

2. PAYMENT TERMS

Any amount not paid when due shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, plus all costs of collection, including reasonable attorneys' fees. The parties may instead specify a fixed late fee:

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for any reason upon written notice to the other party delivered not less than days prior to the effective date of termination. Upon termination for convenience, Provider shall be entitled to payment for services performed through the effective date of termination and reimbursable expenses incurred.

Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

4. CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other, whether in writing, orally, or by inspection, 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 does not include information that (a) is or becomes generally known through no wrongful act of the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction; or (d) is independently developed by the receiving party.

The receiving party shall: (i) use Confidential Information solely for the purposes of performing under this Agreement; (ii) restrict disclosure of Confidential Information to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (iii) take all reasonable measures to protect the confidentiality of the Confidential Information. The obligations in this Section shall survive termination of this Agreement for following termination.

5. LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability for all claims arising out of or relating to this Agreement shall be limited to direct damages not to exceed the total amount paid or payable by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim. Neither party shall be liable for incidental, consequential, special or punitive damages.

Provider agrees to indemnify and hold harmless Client from and against third party claims arising from Provider's negligence or willful misconduct in the performance of the services. Client agrees to indemnify and hold harmless Provider from and against third party claims arising from Client's breach of this Agreement or Client's negligence.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree that the state and federal courts located in that state shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

7. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties. Any amendment or modification to this Agreement must be in writing and signed by both parties.

8. MISCELLANEOUS

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

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