Business Services Kogo

BUSINESS SERVICES KOGO

PARTIES AND RECITALS

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

WHEREAS, Client desires to retain Service Provider to perform business services described below; and

WHEREAS, Service Provider has the expertise, personnel and resources to provide such services and is willing to provide those services to Client on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any change to the Scope of Work that materially affects fees or schedule must be agreed in writing by both parties prior to implementation.

PAYMENT TERMS

In consideration of the services to be provided, Client agrees to pay Service Provider as follows:

All amounts are exclusive of applicable taxes. Client shall reimburse Service Provider for reasonable, preapproved out-of-pocket expenses incurred in performance of the services, provided that such expenses are supported by documentation.

TERM AND TERMINATION

The term of this Agreement commences on and continues until , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach if such breach remains uncured for a period of 10 days following written notice.

CONFIDENTIALITY

For the term of this Agreement and for two (2) years thereafter, each party shall hold in strict confidence and not use or disclose to third parties any nonpublic information disclosed by the other party that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) is rightfully obtained by the receiving party on a non-confidential basis from a third party; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

A receiving party may disclose Confidential Information to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein. The receiving party remains liable for breaches of confidentiality by such persons.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising under this Agreement.

REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. SERVICE PROVIDER WARRANTS THAT THE SERVICES WILL BE PERFORMED IN A PROFESSIONAL AND WORKMANLIKE MANNER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF SERVICE PROVIDER ARISING FROM OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR SIX (6) MONTHS.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

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 either party may designate by notice to the other in accordance with this section. Notices shall be deemed given when delivered personally, sent by commercial overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, or upon confirmed transmission by email.

MISCELLANEOUS

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

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