Business Services Mill House

Business Services Agreement — Mill House

Service Provider:

Client Name:

Recitals

WHEREAS, Service Provider is engaged in the business of providing business advisory, operational, and project management services, and represents that it has the skill, experience and personnel to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain business services for the Client at the Mill House and the parties wish to set forth the terms and conditions of that engagement effective as of (the Effective Date).

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

Scope of Work

Service Provider shall perform the services in a professional and workmanlike manner in accordance with industry standards. Any material changes to the scope shall be documented in a written change order signed by both parties and will specify adjustments to fees and schedule.

Payment Terms

Unless otherwise agreed in writing, Client shall pay invoices within days of receipt. Expenses reasonably incurred by Service Provider in connection with performing the services will be reimbursed by Client upon presentation of supporting documentation.

Any undisputed amount not paid when due shall accrue interest at the lesser of % per month or the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Service Provider may terminate immediately for nonpayment. Upon termination Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party to the other 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, but is not limited to, business plans, financial data, customer lists, pricing, trade secrets, and technical information.

The receiving party shall: (a) hold Confidential Information in confidence and not disclose it to any third party except as permitted by this Agreement; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations in this section shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of Confidential Information. If disclosure is required by law, the receiving party shall provide prompt written notice to the disclosing party to permit the disclosing party to seek protective measures.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as either party may designate by written notice. Notices shall be deemed given when delivered in person, one business day after delivery to a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, certified or registered, postage prepaid.

Governing Law

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 hereby submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of disputes arising under this Agreement.

Entire Agreement; Severability

This Agreement (including all exhibits and written change orders signed by the parties) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. If any provision of this Agreement is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

Remedies

The parties acknowledge that a breach of the confidentiality obligations or other material obligations may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, the non-breaching party shall be entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

Additional Provisions

Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets. The parties are independent contractors and nothing in this Agreement shall create an agency, partnership or joint venture between them.

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