Business Services Management Contract

BUSINESS SERVICES MANAGEMENT CONTRACT

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing management, administrative and operational services and has represented that it possesses the skill, experience and personnel necessary to perform the services contemplated herein;

WHEREAS, Client desires to retain Service Provider to perform certain business services management functions as set forth in this Agreement and Service Provider is willing to render such services under the terms and conditions contained herein;

WHEREAS, the parties intend that the scope, payment, confidentiality and other material terms of the engagement be memorialized in this Agreement.

PARTIES — CONTACTS AND ENTITY TYPE

SCOPE OF WORK

Service Provider shall provide the services and perform the duties described below (the "Services"). The Services shall be performed in a professional manner consistent with industry standards and in accordance with any schedule set forth below.

PAYMENT TERMS

Client shall pay Service Provider for the Services as follows:

Payments are due within days of invoice receipt. Late payments shall accrue interest at the rate of % per month (or the maximum allowable by law, if less). In addition, Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, if payment is not made when due.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence and shall not disclose to any third party any non-public information received from the other party (the "Disclosing 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"). Confidential Information excludes information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is received by the Receiving Party from a third party without similar restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

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

INSURANCE, INDEMNITY AND LIMITATION OF LIABILITY

Service Provider shall maintain insurance coverage consistent with industry standards adequate to cover liability arising from its performance under this Agreement. Service Provider shall defend, indemnify and hold harmless Client from and against claims, liabilities, costs and expenses arising from Service Provider's gross negligence or willful misconduct in performing the Services. Except for liability arising from gross negligence, willful misconduct or indemnification obligations, neither party's aggregate liability shall exceed the total compensation paid under this Agreement for the twelve-month period preceding the claim.

CHANGE ORDERS; SUBCONTRACTING

All material changes to the scope, schedule or price shall be documented in a written change order signed by both parties. Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for the performance of the Services and compliance with this Agreement.

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. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or written change orders executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral. No amendment or modification of this Agreement is effective unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Relationship of Parties: Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or joint venture relationship. Neither party may assign its rights or delegate its obligations without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes all obligations hereunder.

Notices: 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 specify in writing.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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