Business Services Maeng

BUSINESS SERVICES AGREEMENT — MAENG

This Business Services Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein and Service Provider has represented that it has the expertise, personnel and resources necessary to provide such services under the terms and conditions set forth in this Agreement;

WHEREAS, Service Provider agrees to provide such services to Client for the compensation and on the schedule set forth in this Agreement; and

WHEREAS, the parties intend by this instrument to define their respective rights and obligations with respect to the performance, payment and ownership of work product produced pursuant to this Agreement.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. All services shall be performed in a professional and workmanlike manner consistent with industry standards.

Changes to the Scope of Work must be documented in a written change order signed by both parties. Unless otherwise agreed in a written change order, additional work will be billed at the rates set forth in this Agreement.

DELIVERABLES AND ACCEPTANCE

Deliverables will be delivered in the form and manner specified in the Scope of Work. Client shall have days following receipt of each deliverable to review and either accept or provide written notice of defects. If Client fails to provide timely written notice, the deliverable shall be deemed accepted.

PAYMENT TERMS

As full compensation for the Services, Client shall pay Service Provider the fees set forth below in accordance with the payment schedule. All amounts are payable in United States dollars unless otherwise agreed in writing.

Invoices are due upon receipt and shall be paid within days of invoice date unless otherwise stated. Overdue amounts shall accrue interest at the rate of (or the maximum rate permitted by law) from the due date until paid in full.

Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance of the Services upon submission of supporting documentation.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as set forth below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of 15 days after written notice specifying the breach.

Upon termination, Service Provider shall deliver work in progress and Client shall pay for Services performed and expenses incurred through the effective date of termination.

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. Each party agrees to hold Confidential Information in confidence and not to use or disclose it except as necessary to perform its obligations under this Agreement.

The obligations in this section shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all deliverables and work product prepared specifically for Client under this Agreement shall be considered "work made for hire" and, upon payment in full, ownership of such deliverables shall vest in Client. Service Provider retains ownership of its pre-existing tools, methodologies, and general skills and knowledge.

LIMITATION OF LIABILITY; WARRANTIES

Service Provider warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE MONTHS.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture or agency between the parties. Service Provider shall be solely responsible for payment of all taxes and benefits for its personnel.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits and signed change orders, 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.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by written notice.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

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