Business Services Mwelwa

Business Services Mwelwa — Business Services Agreement

This Business Services Agreement ("Agreement") is entered into effective as of between Client Name: and Service Provider Name: . Collectively, the parties are referred to as the "Parties."

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein, and Service Provider represents that it has the competence, experience and resources to perform such services in a professional manner; and

WHEREAS, the Parties wish to set forth the terms and conditions under which Service Provider will provide services to Client and the terms of payment for those services.

Scope of Work

Service Provider shall perform the services described below in a timely, professional and workmanlike manner consistent with industry standards. The parties may attach an exhibit describing deliverables; absent an exhibit, the description below governs.

Payment Terms

Client shall pay Service Provider the compensation set forth below in consideration for the services. All amounts are payable in lawful currency unless otherwise agreed in writing.

If Client fails to pay undisputed amounts when due, interest shall accrue at the rate specified above (or, if unspecified, at the maximum lawful rate), and Service Provider may suspend performance after providing written notice and a ten (10) day opportunity to cure.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, expires on End Date: .

Either party may terminate this Agreement for cause upon material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve Client of its obligation to pay for services performed through the effective date of termination and for any non-cancellable commitments reasonably incurred by Service Provider.

Confidentiality

"Confidential Information" means non-public business, technical, financial or other information disclosed by one party ("Discloser") to the other ("Recipient"), whether disclosed orally, visually or in writing, that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Recipient shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) use Confidential Information solely to perform under this Agreement. Recipient shall exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission of Recipient; (ii) was lawfully in Recipient's possession prior to receipt from Discloser; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information. Upon Discloser's written request, Recipient shall return or destroy Confidential Information and certify such return or destruction within thirty (30) days, except that Recipient may retain one copy in its confidential legal files to monitor compliance.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of laws rules. The Parties shall seek in good faith to resolve disputes by negotiation. If unresolved, either party may pursue available legal remedies in the courts of the chosen jurisdiction.

Independent Contractor; Limitations of Liability

Service Provider is an independent contractor. Nothing in this Agreement creates an employer-employee, partnership or joint venture relationship. Neither party shall have authority to bind the other except as expressly provided.

Except for breaches of confidentiality or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability arising out of or related to this Agreement shall not exceed the total compensation paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Entire Agreement; Assignment; Miscellaneous

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment must be in writing and signed by both Parties. Neither Party may assign this Agreement without the prior written consent of the other, except to a successor to substantially all of its business.

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

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