Business Services Mobile Precision

BUSINESS SERVICES MOBILE PRECISION

This Business Services Agreement (the Agreement) is entered into as of by and between Service Provider: and Client: . Provider and Client may be referred to individually as a Party and collectively as the Parties.

WHEREAS

WHEREAS, Provider operates a mobile precision services business that performs precision measurements, on-site calibration, machining and adjustment services (the Services) and possesses the necessary skills, equipment and licenses to perform such Services; and

WHEREAS, Client desires to engage Provider to perform the Services at locations designated by Client on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

SCOPE OF WORK

Location(s) where Services will be performed:

Project Start Date:    Project End Date (if applicable):

PAYMENT TERMS

Fee for Services: Client shall pay Provider the amount of $ for the Services described herein, subject to the schedule below.

Any undisputed balance not paid within days of the invoice due date shall accrue interest at the lesser of per month or the maximum rate permitted by law. In addition, Client shall reimburse Provider for reasonable collection costs.

TERM AND TERMINATION

Term: This Agreement shall commence on the Effective Date set forth above and shall continue until the completion of the Services or until terminated as provided herein. Start Date: End Date (if fixed):

Termination for Convenience: Either Party may terminate this Agreement for convenience by providing written notice to the other Party at least days prior to the effective date of termination. Termination for Cause: Either Party may terminate immediately for material breach if the breach remains uncured for a period of days following written notice of such breach.

CONFIDENTIALITY

Definition: Confidential Information means all non-public information disclosed by either Party that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that is publicly available, already known by the receiving Party, or lawfully obtained from a third party.

Non-Disclosure: Each Party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to third parties except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) use Confidential Information solely to perform obligations under this Agreement. The obligations of confidentiality shall continue for years following termination or expiration of this Agreement.

INDEMNIFICATION AND LIABILITY

Indemnification: Provider shall indemnify, defend and hold Client harmless from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Provider's gross negligence or willful misconduct in the performance of Services. Client shall indemnify, defend and hold Provider harmless from claims arising from Client-supplied materials, instructions, or the Client's negligence.

Limitation of Liability: Except for liability arising from a Party's gross negligence, willful misconduct or indemnification obligations, neither Party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, and each Party's aggregate liability shall be limited to the total fees paid or payable to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws, regulations and industry standards in performing its obligations. Provider shall maintain all required permits, licenses and insurance to perform the Services and shall provide certificates of insurance upon request.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification must be in writing and signed by both Parties.

NOTICES

MISCELLANEOUS

Assignment: Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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