Business Services KOKO

Business Services KOKO — BUSINESS SERVICES AGREEMENT

This Business Services Agreement (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain professional business services described herein and Service Provider has the qualifications, experience and ability to provide such services; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide services to Client, including payment, confidentiality and termination provisions;

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows.

SCOPE OF WORK

Service Provider will provide the services and deliverables described below (the "Services"). Service Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider the fees and expenses set forth below. All fees are due in U.S. dollars unless otherwise agreed in writing.

Late payments shall bear interest and may incur collection costs as set forth below.

If payments are more than 30 days past due, Service Provider may suspend performance until amounts owed are paid in full. Client is responsible for all reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will continue until .

CONFIDENTIALITY

Each party acknowledges that in the course of performing this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed orally, in writing, or by inspection that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information.

Each party shall: (a) hold Confidential Information in strict confidence and not disclose it to third parties except as expressly permitted in this Agreement; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes public through no fault of the receiving party or that is rightfully obtained from a third party without restriction.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the following state, without regard to conflict of laws principles:

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing signed by both parties.

MISCELLANEOUS

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

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