Business Services Mulka

BUSINESS SERVICES MULKA AGREEMENT

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider: , Address:

and Client: , Address:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services including consulting, project management and operational support; and

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

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be provided.

SCOPE OF WORK

Service Provider shall perform the services described below (the Services). The Services shall be performed in a professional manner consistent with industry standards and in accordance with the schedule agreed by the parties.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below as full compensation for the Services. All payments are non-refundable except as expressly provided in this Agreement.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon giving written notice of termination to the other party at least days prior to the effective date of termination. Either party may terminate this Agreement immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by either party to the other in connection with this Agreement, whether disclosed orally, visually or in writing. Recipient shall: (a) maintain the confidentiality of Confidential Information with at least the same degree of care as it uses with its own confidential information but no less than a reasonable degree of care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that is: (i) in the public domain through no fault of Recipient; (ii) already known by Recipient at the time of disclosure as shown by Recipient's written records; (iii) lawfully received from a third party without confidentiality obligations; or (iv) independently developed by Recipient without use of Confidential Information. The obligations set forth in this Section shall survive termination of this Agreement for a period of years.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. 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 to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to negotiate in good faith a valid substitute provision that effectuates the original intent. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, sale of substantially all of its assets or corporate reorganization.

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