Business Services LAAD

Business Services LAAD

Parties

Individual    Corporation    Limited Liability Company    Other

Recitals

WHEREAS, Service Provider represents that it has professional expertise and capacity to provide business services that include advisory, administrative support, process implementation, and related consulting services; and

WHEREAS, Client desires to engage Service Provider to perform certain services under the terms of this Agreement and Service Provider agrees to provide such services effective as of (the "Effective Date");

WHEREAS, the parties intend that the terms set forth herein constitute the complete agreement between them with respect to such services.

Scope of Work

Service Provider shall perform the services and deliverables described below. Services shall be performed with commercially reasonable skill and care in accordance with professional standards applicable to the services described.

Payment Terms

In consideration for the services, Client shall pay Service Provider as follows. All monetary amounts are denominated in the currency mutually agreed by the parties and must be paid in full when due.

Lump sum upon commencement    Fixed installments    Monthly retainer    By milestone/deliverable

Term and Termination

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

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

Surviving obligations: Provisions regarding confidentiality, payment, indemnity, limitation of liability, and governing law shall survive termination or expiration of this Agreement.

Confidentiality

"Confidential Information" means all non-public business, technical, financial or operational information disclosed by one party to the other, whether disclosed orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally available to the public other than through an act or omission of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is lawfully disclosed to the receiving party by a third party; or (d) is independently developed by the receiving party without use of Confidential Information.

The receiving party shall: (i) hold Confidential Information in strict confidence; (ii) use such information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. The receiving party shall take reasonable measures to protect Confidential Information, but in no event less than reasonable care.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Client shall indemnify, defend and hold harmless Service Provider from and against liabilities, losses and expenses arising from Client's use of deliverables in a manner inconsistent with this Agreement or applicable law, except to the extent caused by Service Provider's gross negligence or willful misconduct. Service Provider's liability for direct damages arising from its breach shall be limited to the total fees paid by Client under this Agreement for the services giving rise to the claim. Neither party shall be liable for consequential, incidental, special or punitive damages.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction indicated below, without giving effect to conflict of law principles. The parties will attempt in good faith to resolve disputes amicably prior to initiating formal proceedings.

Entire Agreement; Amendment

This Agreement, including all attachments and written exhibits expressly incorporated, 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 written or oral. No amendment or waiver of any provision shall be effective unless made in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in interest. Notices: All notices shall be in writing and delivered to the addresses provided in this Agreement. Severability: If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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