Business Services Miriam

BUSINESS SERVICES AGREEMENT — MIRIAM

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including advisory, administrative, marketing, and operational support, and possesses the skill, experience, and capacity to perform such services for Client;

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider is willing to perform such services on the terms and conditions set forth herein;

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

Scope of Work

Service Provider shall perform the services and deliverables described below. Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider for the services performed as follows:

All payments shall be made in lawful currency. Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with the performance of the services upon submission of supporting documentation.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one 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. Service Provider and Client shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for the performance or receipt of services under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

The obligations in this section shall not apply to information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was rightfully known by the receiving party without restriction prior to disclosure; or (iii) is independently developed by the receiving party. Upon termination, each party shall, at the disclosing party’s request, return or destroy the disclosing party’s Confidential Information.

Intellectual Property; Work Product

Unless otherwise agreed in writing, Service Provider retains all right, title, and interest in and to its pre-existing intellectual property and methodologies. Subject to Client’s payment of all fees due, Service Provider assigns to Client ownership of final deliverables specifically prepared for Client under this Agreement; provided, however, that Service Provider may retain copies for its records and to the extent necessary to perform other client work, provided no Confidential Information of Client is disclosed.

Limitation of Liability; Indemnification

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable for consequential, incidental, special, or punitive damages. Each party agrees to indemnify, defend and hold harmless the other party from and against any third party claims arising out of the indemnifying party’s breach of this Agreement or negligent acts or omissions in performing its obligations hereunder.

Compliance; Relationship of Parties

Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider shall be solely responsible for employment taxes, insurance, and all other obligations imposed by law with respect to its personnel. Each party shall comply with applicable laws and regulations in performing its obligations.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law rules. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, including any exhibits or written attachments executed by the parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written. 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 remainder of the Agreement will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

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