Business Services Mastic

BUSINESS SERVICES AGREEMENT — MASTIC

Parties and Effective Date

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

WHEREAS, Provider is engaged in the business of supplying services and expertise related to mastic products, application, testing and related advisory services; and

WHEREAS, Client desires to retain Provider to perform the services described herein, and Provider agrees to perform such services under the terms and conditions set forth in this Agreement.

Contact and Address Information

Scope of Work

Provider shall perform the services described in this Section and any attachments incorporated by reference. Services include supply of mastic materials, on-site application oversight, quality inspection, testing services, technical advisory and training as requested by Client. All work shall be performed in a professional manner consistent with industry standards.

Payment Terms

As consideration for the Services, Client shall pay Provider the fees set forth below in accordance with the schedule and requirements described herein.

Wire Transfer Check Credit Card

If Client fails to pay any amount when due, amounts overdue shall bear interest at per month, or a late fee of whichever is greater, plus all costs of collection (including attorneys' fees).

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 convenience upon days' prior written notice to the other party. In the event of a material breach, the non-breaching party may terminate if the breaching party fails to cure such breach within days after receiving written notice specifying the nature of the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses reasonably incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public business, technical and financial information disclosed by either party to the other, whether disclosed orally, in writing, or by inspection. Each party agrees: (a) to hold Confidential Information in strict confidence and to use it solely to perform obligations under this Agreement; (b) not to disclose Confidential Information to any third party except to its employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) to take reasonable measures to prevent unauthorized disclosure.

The confidentiality obligations hereunder shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Indemnification and Liability

Provider shall indemnify and hold harmless Client from and against claims, liabilities, damages and expenses arising from Provider's gross negligence or willful misconduct in performing the Services. Client shall indemnify and hold harmless Provider from and against claims arising from Client's misuse of deliverables, negligent acts, or failure to follow Provider's instructions. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation prior to commencing litigation; nothing in this paragraph precludes either party from seeking equitable relief.

Entire Agreement; Amendments

This Agreement, including all attachments and statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. Any amendment or modification to this Agreement shall be effective only if in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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