Business Services Living World Contract

BUSINESS SERVICES LIVING WORLD CONTRACT

This Business Services Agreement ("Agreement") is entered into as of by and between Service Provider: , with principal place of business at , and Client: , with principal place of business at .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business consulting, operations support, and related services described below; and

WHEREAS, Client desires to retain Service Provider to perform the services set forth in this Agreement, and Service Provider agrees to provide such services on the terms and conditions contained herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment, confidentiality, and termination of the services to be provided.

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, acceptance criteria, and any change-order procedures shall be documented in writing and signed by both parties prior to commencement of additional work.

PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider the fees and expenses set forth below in accordance with this Agreement.

All payments are exclusive of taxes. Client shall pay all reasonable, documented out-of-pocket expenses incurred by Service Provider in connection with performance of the Services, provided that such expenses have been pre-approved in writing by Client. If any invoice is not paid when due, amounts unpaid shall bear interest at the rate set forth above, or if no rate is specified, at 1.5% per month, to the extent permitted by law.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for cause if the other party materially breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all 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 business plans, financial information, pricing, customer lists, technical data, and trade secrets.

The Receiving Party shall (a) maintain the confidentiality of the Confidential Information using at least the same degree of care that it uses to protect its own confidential information of like nature, but in no event less than reasonable care; (b) use the Confidential Information solely to perform obligations or exercise rights under this Agreement; and (c) 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 set forth herein.

The obligations with respect to Confidential Information shall continue for three (3) years following termination or expiration of this Agreement, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, is known to the Receiving Party prior to disclosure, or is independently developed without use of the Disclosing Party's Confidential Information, or is required to be disclosed by law or valid legal process.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against all third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

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. Exclusive venue for any action arising out of this Agreement shall be the state or federal courts located in that State, and each party hereby consents to the personal jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, including all exhibits and written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted 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 in writing. Notices shall be deemed given upon hand delivery, three (3) days after deposit in the U.S. mail, or one (1) day after deposit with a nationally recognized overnight courier.

MISCELLANEOUS

The parties are independent contractors. Neither party is an employee, agent, joint venturer, or partner of the other for any purpose. 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 of its assets.

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