Business Services Linford

BUSINESS SERVICES LINDFORD

Parties

Recitals

WHEREAS, Service Provider: possesses expertise and personnel necessary to provide business services described below; and

WHEREAS, Client: desires to retain Service Provider to perform such services pursuant to the terms and conditions of this Agreement; and

WHEREAS, the parties intend that the effective date of this Agreement be the date on which the last authorized representative executes this Agreement (Effective Date: ).

Scope of Work

Service Provider shall provide the services, deliverables and related work described below. Services shall be performed in a professional manner consistent with industry standards and in accordance with any agreed schedules.

Payment Terms

Invoices issued by Service Provider are due in full as stated on the invoice. Unpaid amounts shall accrue interest at the rate specified below and Client shall be responsible for collection costs and reasonable attorneys' fees.

Term and Termination

This Agreement commences on the Start Date: and continues until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice of such breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other 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. Each party agrees to: (a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely for the purposes of performing under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was in receiving party's possession prior to receipt from the disclosing party as evidenced by written records; or (iii) is rightfully obtained by the receiving party from a third party without restriction. If disclosure is required by law, the receiving party shall provide prompt notice and cooperate to seek a protective order or other remedy to limit disclosure.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below, without regard to conflict of laws principles.

Entire Agreement

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

Miscellaneous

Neither party may assign its rights or delegate its obligations under 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 sale of substantially all of its business assets. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or employment relationship.

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