Business Services Lanes

BUSINESS SERVICES LANES AGREEMENT

This Business Services Lanes Agreement (the Agreement) is entered into by and between Service Provider: and Client: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business operations, project management, and advisory services described herein; and

WHEREAS, Client desires to engage Service Provider to perform certain services within defined business lanes and Service Provider agrees to provide such services pursuant to the terms and conditions of this Agreement.

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

1. SCOPE OF WORK

Service Provider shall perform the services and deliverables described in this Section and any attachments or statements of work incorporated herein. Service Provider will perform services in a professional manner consistent with industry standards.

2. PAYMENT TERMS

In consideration of the services rendered, Client shall pay Service Provider the fees and reimbursements set forth below. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

All undisputed fees not paid when due shall accrue interest at the rate set forth above or, if no rate is set, at one and one-half percent (1.5%) per month. Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, for overdue amounts.

3. TERM AND TERMINATION

This Agreement commences on Start Date and, unless earlier terminated in accordance with this Section, terminates on End Date.

Start Date:      End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by either party relating to business operations, plans, financials, technology, client lists, trade secrets, or other proprietary information, whether disclosed orally, in writing, or by inspection. Confidential Information does not include information that: (a) is or becomes public through no breach by the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall hold Confidential Information in strict confidence, shall not disclose it to third parties except to employees or contractors who have a need to know and are bound by obligations of confidentiality at least as protective as those in this Agreement, and shall use the information solely to perform its obligations under this Agreement. The obligations in this Section survive termination for the period set forth above. Breach of confidentiality may cause irreparable harm for which monetary damages are inadequate; the non-breaching party shall be entitled to injunctive relief in addition to other remedies.

5. INTELLECTUAL PROPERTY

Except for pre-existing materials or third-party materials licensed to Service Provider, all work product and deliverables first created by Service Provider in connection with this Agreement will be the "Deliverables." Upon full payment of fees due, Service Provider grants Client a nonexclusive, nontransferable license to use the Deliverables for Client's internal business purposes. Service Provider retains all right, title and interest in and to its methodologies, tools, templates, and pre-existing intellectual property.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall defend, indemnify and hold harmless the other party from and against claims arising out of the indemnifying party's gross negligence or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. 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.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments or statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment must be made in writing and signed by authorized representatives of both parties.

9. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses provided below or such other address as a party designates in writing. Notices are effective upon personal delivery, confirmed electronic transmission, or three (3) days after deposit with a nationally recognized overnight courier.

REPRESENTATIONS

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any agreement or law applicable to such party.

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