Business Services Kodama

GENERAL BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES KODAMA

Parties

Recitals

WHEREAS, the Service Provider is engaged in the business of providing professional business services including consulting, implementation, and support related to commercial operations and systems, and has the requisite expertise, personnel, and resources to perform the services described in this Agreement;

WHEREAS, the Client desires to retain the Service Provider to perform certain services on the terms and conditions set forth herein, and the Service Provider agrees to provide such services pursuant to the terms of this Agreement;

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, and other provisions governing their relationship effective as of Effective Date: .

Scope of Work

The Service Provider shall provide the services described below (the "Services"). The Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

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

Invoices are payable within days of invoice. Late payments shall bear interest at the lesser of (a) the rate of percent per month, or (b) the maximum rate allowed by applicable law. The Client shall also be responsible for reasonable collection costs and attorney fees incurred by the Service Provider in enforcing overdue obligations.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve the Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by either party, whether orally or in writing, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information expressly excludes information that is (a) previously known without obligation of confidentiality; (b) becomes publicly known through no breach by the receiving party; (c) is rightfully received from a third party without restriction; or (d) 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 and use at least the same degree of care used to protect its own confidential information; (ii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein; and (iii) use Confidential Information solely for the performance or receipt of Services under this Agreement. Remedies at law for breach of confidentiality may be inadequate; the disclosing party shall be entitled to seek injunctive relief in addition to other remedies.

Representations; Indemnification; Limitation of Liability

Each party represents that it has full power and authority to enter into this Agreement. The Service Provider represents that it will perform Services in a competent and professional manner. The Client shall indemnify and hold harmless the Service Provider from third-party claims arising from Client's misuse of deliverables or Client-provided materials, except to the extent caused by the Service Provider's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM BREACH OF CONFIDENTIALITY OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS 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 law principles. The parties consent to the exclusive jurisdiction and venue of the courts located in that state for any disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. This Agreement may be amended only by a written instrument signed by both parties.

Miscellaneous

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that the Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice to the other. Notices shall be deemed given when delivered personally, sent by confirmed overnight courier, or three (3) business days after being deposited in the U.S. mail, postage prepaid.

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