Business Services Mezco

BUSINESS SERVICES AGREEMENT — MEZCO

This Business Services Agreement ("Agreement") is entered into as of (the Effective Date) by and between:

Recitals

WHEREAS, Service Provider is engaged in the business of providing business consulting, operational support and related services (collectively, the Services); and

WHEREAS, Client desires to retain Service Provider to perform Services as set forth in this Agreement and Service Provider is willing to perform such Services on the terms and conditions herein; and

WHEREAS, the parties intend by this Agreement to establish their respective rights and obligations with respect to the Services.

Scope of Work

Service Provider shall perform the services described below. The Services shall include, but are not limited to, the deliverables and tasks set forth by the parties.

Payment Terms

Client shall pay Service Provider the compensation set forth below in consideration for the performance of Services.

Invoices are due within days of receipt. Late payments shall accrue interest at the rate of % per month (or the highest rate permitted by applicable law), plus reasonable costs of collection.

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

Term and Termination

The term of this Agreement shall commence on and shall continue until , unless earlier terminated as provided 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 that remains uncured for a period of thirty (30) days after written notice of such breach or immediately for insolvency or bankruptcy of the other party.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written, electronic or other form, 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 includes, without limitation, business plans, financial data, client lists, pricing, and trade secrets.

Each party shall: (a) use the other party's Confidential Information solely to perform its obligations under this Agreement; (b) protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than a reasonable degree of care; and (c) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that: (i) is or becomes generally available to the public through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law or valid court order, provided the receiving party gives prompt written notice and cooperates in any lawful effort to limit disclosure.

Independent Contractor; Assignment

Service Provider is an independent contractor. Nothing in this Agreement creates an employer-employee, partnership or joint venture relationship. Service Provider shall be solely responsible for all employment taxes and other obligations arising from its performance of the Services.

Service Provider acknowledges and accepts independent contractor status for all Services provided.

Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for breaches of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party for claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information set forth below (or to such other address as either party may designate in writing).

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

This Agreement, including all exhibits and schedules attached hereto, 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. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect its interpretation.

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