Business Services Midland

BUSINESS SERVICES MIDLAND — GENERAL BUSINESS SERVICES AGREEMENT

Recitals

This Agreement is made effective as of between Business Services Midland (the "Service Provider") and Client Name: (the "Client").

WHEREAS, Service Provider provides professional business consulting, administrative and operational support services and agrees to perform such services under the terms set forth below; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider is willing to perform such services on the terms and conditions contained herein.

Parties and Contact Information

Business Services Midland

Scope of Work

Service Provider shall perform the professional services described below (the "Services"). The Services shall be performed in a timely and professional manner in accordance with applicable industry standards.

Payment Terms

Client agrees to pay Service Provider the fees set forth below in consideration for the Services performed. All fees are exclusive of taxes, which the Client shall also pay where applicable.

Any undisputed amount not paid within the period specified in the Payment Schedule shall incur interest or late fee as specified above, calculated from the due date until paid in full. Service Provider may suspend Services for overdue invoices after providing written notice and a reasonable opportunity to cure.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breach remains uncured for a period of 15 days after written notice of such breach.

Confidentiality

Each party acknowledges that in connection with this Agreement it may receive confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, or information independently developed or rightfully obtained from a third party.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) take reasonable measures to prevent unauthorized disclosure. Upon termination or written request, Confidential Information and all copies shall be returned or certified as destroyed, except to the extent retention is required by law, in which case the receiving party shall continue to protect such Confidential Information.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider grants Client a nonexclusive, perpetual, worldwide license to use deliverables provided under this Agreement for Client's internal business purposes upon full payment of fees. Service Provider retains ownership of its preexisting tools, methodologies, templates and know-how. Any third-party materials incorporated into deliverables remain subject to the applicable third-party terms.

Representations; Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that it will perform Services in a professional manner consistent with industry standards. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or reputable commercial courier, and shall be deemed given upon receipt.

Governing Law; Entire Agreement

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.

This Agreement, including any incorporated exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, understandings and communications. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

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

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