Business Services Malen

BUSINESS SERVICES AGREEMENT — MALEN

This Business Services Agreement ("Agreement") is made and entered into as of Effective Date: by and between Service Provider: (hereafter "Provider"), and Client: (hereafter "Client"). Provider renders professional business services under the trade name Malen.

RECITALS

WHEREAS, Provider possesses expertise and experience in providing business consulting, advisory, and operational services necessary to perform the work described in this Agreement; and

WHEREAS, Client desires to engage Provider to perform such services on the terms and conditions set forth herein;

WHEREAS, the parties wish to set forth their entire agreement regarding the engagement and responsibilities of each party.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material changes to the Scope of Work must be agreed in writing by both parties and, if applicable, may require an adjustment to Fees or Schedule.

PAYMENT TERMS

Unless otherwise agreed in writing, amounts due are payable in United States dollars. Client shall pay undisputed invoices within the time specified in Invoice Frequency. Late payments shall accrue interest at the rate specified in Late Payment Fee and may be subject to collection costs and reasonable attorney fees.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for the notice period set forth above. Either party may also terminate for convenience upon providing the notice required above, in which case Client shall pay Provider for all Services performed and reasonable costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) restrict disclosure to those employees, contractors or advisors who have a need to know and are bound by confidentiality obligations consistent with this Agreement. The receiving party shall use at least reasonable care to protect Confidential Information. Upon termination or request, the receiving party shall promptly return or destroy Confidential Information.

The parties acknowledge that monetary damages may be inadequate for unauthorized disclosure and that the disclosing party may seek injunctive relief in addition to other remedies.

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.

MISCELLANEOUS

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Independent Contractor: Provider is an independent contractor and nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between the parties. Provider shall be responsible for all taxes and benefits relating to Provider's personnel.

Indemnification: Each party shall indemnify, defend and hold the other harmless from claims, losses or liabilities arising from its breach of this Agreement, negligence, or willful misconduct, except to the extent caused by the other party's negligence or willful misconduct.

Limitation of Liability: Except for liability arising from a party's gross negligence or willful misconduct, in no event shall either party be liable for consequential, incidental, special or punitive damages, and the aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid to Provider under this Agreement in the prior twelve (12) months.

NOTICES

AUTHORIZATION

The persons signing below represent and warrant that they are authorized to enter into this Agreement on behalf of the party for whom they sign, and that such party agrees to be bound by all terms and conditions set forth herein.

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