Business Services Mobital

BUSINESS SERVICES AGREEMENT — MOBITAL

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

RECITALS

WHEREAS, Client desires to retain Service Provider to perform business services described herein, and Service Provider has the skill, experience, and capacity to provide such services on the terms set forth in this Agreement.

WHEREAS, the Parties intend that the services to be provided and the relationship established by this Agreement be governed by the mutual covenants and conditions contained herein.

WHEREAS, the Parties desire to set forth the scope, compensation, confidentiality obligations, term, termination rights, and other matters with respect to the engagement.

PARTY CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with the standards applicable to similar engagements:

Additional tasks or material changes to the scope shall require prior written change orders signed by both Parties. Service Provider shall provide periodic status updates as reasonably requested by Client.

PAYMENT TERMS

Compensation: Client shall pay Service Provider the total fee of $ for the services described in this Agreement, subject to the payment schedule below.

Payment schedule: Invoices will be issued as follows — . All invoices are payable within days of receipt unless otherwise agreed in writing.

Late payment: Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for reasonable collection costs incurred by Service Provider.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on and continue until unless earlier terminated as provided herein.

Termination for convenience: Either Party may terminate this Agreement for any reason upon delivery of written notice to the other Party at least days prior to the effective date of termination.

Termination for cause: Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Effect of termination: Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

CONFIDENTIALITY

Each Party acknowledges that it may receive Confidential Information of the other Party. "Confidential Information" means nonpublic information disclosed by a Party 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.

Obligations: Each recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) use at least reasonable care to protect such Confidential Information.

Exceptions and duration: Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed. The obligations of confidentiality shall continue for years following termination or expiration of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both Parties.

LIMITATION OF LIABILITY AND INSURANCE

Limitation of liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither Party shall be liable to the other for special, incidental, indirect, or consequential damages, including lost profits, arising out of this Agreement, even if advised of the possibility of such damages.

Insurance: Service Provider shall maintain general commercial liability insurance and other insurance coverage as is customary and reasonable for the services provided and shall provide certificates upon reasonable request.

MISCELLANEOUS

Relationship of the Parties: The Parties are independent contractors. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between the Parties.

Assignment: Neither Party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor in connection with a merger or sale of substantially all its assets.

Notices: All notices must be in writing and delivered by hand, certified mail, or overnight courier to the contact addresses set forth above or to such other address as a Party may designate in writing.

ENTITY TYPE

Client Entity Type: Individual Corporation LLC Other

Service Provider Entity Type: Individual Corporation LLC Other

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