Business Services Multi

BUSINESS SERVICES AGREEMENT — MULTI

This Business Services Agreement ("Agreement") is entered into as of by and between:

Parties

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein and Service Provider has the skill, personnel, and resources necessary to perform such services; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide multiple services, as further defined in the Scope of Work, and to allocate the parties' rights and obligations with respect to such services; 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 perform the services described below (the "Services"). The Services shall include, without limitation, the tasks set forth in the Scope of Work. Service Provider shall provide the Services in a professional and workmanlike manner in accordance with industry standards.

2. Payment Terms

As consideration for the Services, Client shall pay Service Provider the fees and expenses set forth below. All amounts are stated in U.S. dollars unless otherwise specified.

Late payments shall accrue interest at the rate specified above, compounded monthly, or the maximum allowed by law, whichever is less. Client shall also be responsible for any collection costs, including reasonable attorneys' fees.

3. Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. In addition, Client may terminate for convenience upon providing the notice required above; in such case Client shall pay Service Provider for Services performed and expenses incurred through the effective date of termination, plus any non-cancellable commitments.

4. Confidentiality

Each party acknowledges that in the course of performing under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial, or other information disclosed in any form and identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall hold the other party's Confidential Information in confidence and shall not use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement or as required by law. The obligations under this Section shall not apply to information that (a) is or becomes publicly known through no improper act of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. Remedies for breach shall include injunctive relief in addition to any other remedies at law or in equity.

5. Independent Contractor; Taxes

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be solely responsible for all taxes, withholdings, and other statutory obligations arising from the compensation paid for Services.

6. Insurance and Indemnity

Service Provider shall maintain commercially reasonable insurance coverage appropriate to the Services, including general liability and, where applicable, professional liability insurance. Service Provider shall indemnify, defend and hold harmless Client from any third-party claims arising out of Service Provider's negligent performance, willful misconduct, or breach of this Agreement, except to the extent caused by Client's negligence or willful misconduct.

7. Governing Law

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

8. Entire Agreement; Amendment

This Agreement, including all attached exhibits and the Scope of Work, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification shall be binding unless in writing and signed by both parties.

9. Assignment; Successors

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. This Agreement shall bind and inure to the benefit of the parties and their permitted successors and assigns.

10. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice. Notices shall be deemed given upon receipt.

11. Survival

The obligations of the parties under Sections Confidentiality, Indemnity, Payment, and any other provisions that by their nature should survive termination, shall survive the expiration or termination of this Agreement for the period specified herein or for such time as is necessary to effect their purpose.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect its interpretation.

The parties have executed this Agreement by their duly authorized representatives as of the date first written above.

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