Business Services MORIN

BUSINESS SERVICES MORIN

This Business Services Agreement ("Agreement") is entered into as of by and between Service Provider: MORIN, and Client Name: , whose principal place of business is .

RECITALS

WHEREAS, MORIN is engaged in the business of providing professional business services, including but not limited to consulting, project management, and implementation assistance tailored to clients' operational needs; and

WHEREAS, Client desires to retain MORIN to perform certain services described herein and MORIN is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the scope, deliverables, fees, schedule and other material terms be set forth in this Agreement to govern their working relationship.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in accordance with the standards of the profession and the schedule agreed by the parties.

PAYMENT TERMS

Client shall pay Service Provider the fees for the Services as set forth below. All fees are payable in United States dollars and are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable costs of collection, including attorney's fees.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the Completion Date unless earlier terminated as provided herein.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breach is not cured within 30 days after written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means non-public 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. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of this Agreement; (b) was rightfully known by the recipient prior to disclosure without obligation of confidentiality; (c) is independently developed by the recipient; or (d) is rightfully obtained from a third party without restriction.

The recipient shall (i) hold Confidential Information in strict confidence, (ii) not disclose it to third parties except to those employees, contractors or advisors with a need to know and who are bound by obligations of confidentiality at least as protective as those herein, and (iii) use the Confidential Information solely to perform obligations under this Agreement. Upon request, the recipient shall return or destroy Confidential Information and certify in writing its compliance.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains all ownership rights in tools, techniques, methodologies, know-how and materials that existed prior to or are developed outside the scope of this Agreement. Deliverables specifically created for Client under this Agreement will be the property of Client upon full payment; provided, however, that Service Provider may retain copies for its records and a perpetual, nonexclusive, royalty-free license to use general know-how and techniques embodied therein.

INDEMNIFICATION

Each party shall indemnify and hold harmless the other party and its officers, directors and employees from and against third party claims, damages and costs arising from the indemnifying party's breach of this Agreement, willful misconduct or gross negligence. The indemnified party shall provide prompt written notice of any claim and permit the indemnifying party to assume the defense, provided such failure to provide notice shall not relieve the indemnifying party except to the extent prejudiced by the delay.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT, FRAUD, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that state.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below (or to such other address as a party may designate by notice). Notices are effective upon receipt.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, understandings and agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The waiver of any breach shall not constitute a waiver of any subsequent breach.

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