Business Services Merit Partners

BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES MERIT PARTNERS

This Business Services Agreement ("Agreement") is made effective as of by and between:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, project management, and operational support; and

WHEREAS, Client desires to retain Service Provider to perform certain services described herein and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described above (the "Services") in a professional and workmanlike manner consistent with industry standards. Any changes to the Scope of Work must be agreed in writing by authorized representatives of both parties and, where applicable, shall be subject to additional fees as set forth in a written change order.

PAYMENT TERMS

All fees are due in accordance with the agreed billing schedule. Client shall reimburse Service Provider for reasonable, preapproved out-of-pocket expenses incurred in performance of the Services. In the event of late payment, Service Provider may suspend performance upon ten (10) days' written notice to Client and shall be entitled to charge interest at the rate set forth above on any past-due amounts and recover collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience by providing the other party with the notice period specified above. Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days following written notice of such breach. Termination shall not affect Client's obligation to pay fees for Services performed and expenses incurred through the effective date of termination, and any sections which by their nature survive termination shall remain in effect.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party to the other in connection with this Agreement that is designated confidential or that reasonably should be understood to be confidential. Receiving party shall (i) not use Confidential Information for any purpose other than performing its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to employees and contractors with a need to know; and (iii) protect Confidential Information with at least the same degree of care used to protect its own confidential information but no less than reasonable care. Obligations under this Section shall survive for following termination or expiration of this Agreement, except for trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, Service Provider shall retain ownership of preexisting intellectual property and general know-how. Subject to Client's full payment of all amounts due, Service Provider grants to Client a non-exclusive, worldwide, perpetual license to use deliverables specifically created for Client pursuant to this Agreement. The parties may instead choose to transfer ownership by selecting the option below:

Assign ownership of deliverables to Client upon full payment

License deliverables to Client (non-exclusive, perpetual) upon full payment

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, incidental, special or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. Any dispute arising under this Agreement shall be resolved in the state or federal courts located within the selected jurisdiction, and the parties consent to personal jurisdiction and venue in those courts.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be binding unless executed in writing by authorized representatives of both parties.

NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing, and shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the mail, postage prepaid, certified mail, return receipt requested.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing contained in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, sale of substantially all its assets, or corporate reorganization.

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