Business Services Landveld

BUSINESS SERVICES LANDVELD

This Business Services Agreement (the Agreement) is entered into as of (Effective Date), by and between:

Service Provider

Individual Corporation LLC Partnership Other

Client

Individual Corporation LLC Partnership Other

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, systems implementation, and operational support, and has represented that it has the expertise and personnel necessary to perform the services described in this Agreement;

WHEREAS, Client desires to retain Service Provider to provide certain business services on the terms and conditions set forth in this Agreement and Service Provider is willing to provide such services in accordance with those terms; and

WHEREAS, the parties intend by this Agreement to set forth the scope, pricing, schedule, confidentiality obligations and other material terms of their engagement.

Scope of Work

Service Provider shall perform the services described above (the Services) in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones and acceptance criteria shall be as set forth in the Description of Services or as subsequently agreed in writing by the parties.

Payment Terms

Client shall pay Service Provider for the Services in accordance with the following terms:

Service Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt. Late payments shall accrue interest as set forth below.

Any past-due amount shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus a late charge of where applicable. Service Provider may suspend performance if Client fails to pay undisputed amounts within days after notice of nonpayment.

Term and Termination

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

Start Date:    End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice.

Upon termination, Client shall pay Service Provider for all Services performed and reasonable non-cancellable commitments incurred through the effective date of termination. Termination shall not relieve either party of obligations that by their nature survive termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) 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 includes, without limitation, business plans, financial data, trade secrets, customer lists, and technical information.

The Receiving Party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall survive termination of this Agreement for a period of from the date of disclosure, except with respect to trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

Indemnification & Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or infringement of third-party intellectual property rights, neither party's aggregate liability for any claim arising under this Agreement shall exceed the total amount paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

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

Entire Agreement; Amendments

This Agreement, together with any attachments or written exhibits signed by both parties, 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. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets provided that the assignee assumes Service Provider's obligations hereunder.

Notices 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 paragraph.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

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