Business Services MSC

BUSINESS SERVICES MSC

Parties

Recitals

WHEREAS, Client Name: desires to retain Service Provider to perform business services as described below; and

WHEREAS, Service Provider Name: has the expertise, personnel and resources to perform such services under the terms set forth in this Master Services Contract; and

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

1. Scope of Work

Service Provider shall provide the services, deliverables and other work products described below (the "Services"). Service Provider will perform the Services in a professional and commercially reasonable manner consistent with industry standards.

2. Payment Terms

Compensation for Services shall be as follows. Client shall pay Service Provider the amounts set forth below in United States Dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the due date until paid in full. In addition to interest, Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, if applicable.

3. Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the End Date, unless earlier terminated in accordance with this Section.

Effective Date:     End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for a period of days after receipt of written notice describing the breach.

4. Confidentiality

"Confidential Information" shall mean all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether disclosed orally, in writing, or by inspection, 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.

The Receiving Party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform obligations or exercise rights 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 who are bound by confidentiality obligations at least as restrictive as those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public without breach of this Agreement; (ii) was in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed by the Receiving Party without use of Confidential Information. Upon written request or upon termination or expiration of this Agreement, the Receiving Party shall, at the Disclosing Party's option, return or destroy all Confidential Information and certify in writing that such return or destruction has occurred.

5. Representations and Warranties; Limitation of Liability

Each party represents and warrants that it has the authority to enter into this Agreement. Service Provider represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6. Governing Law

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

7. Entire Agreement; Amendment

This Agreement, together with any attachments and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by duly authorized representatives of both parties.

8. Miscellaneous

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. 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 sale of substantially all of its assets related to this Agreement. If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect.

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