Business Services Natural Infusions

Business Services Agreement — Natural Infusions

This Business Services Agreement ("Agreement") is entered into as of by and between Service Provider: , with primary address (hereinafter "Service Provider"), and Client Name: , with primary address (hereinafter "Client").

RECITALS

WHEREAS, Service Provider is engaged in the business of providing botanical formulation, product development, and related business services under the tradename Natural Infusions and possesses the experience and personnel required to perform the services contemplated by this Agreement;

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider agrees to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth the full terms, conditions, scope, compensation and other contractual provisions governing their relationship with respect to the services described below.

1. SCOPE OF WORK

Service Provider shall perform the services described in this Section and any attached scopes or statements of work incorporated into this Agreement. The parties agree the primary services to be provided are set forth below.

2. PAYMENT TERMS

Client shall pay Service Provider the fees and reimbursements set forth in this Section in exchange for Services rendered. All amounts payable are exclusive of sales, use, value-added and similar taxes which shall be the responsibility of the Client unless otherwise stated.

Amounts not paid within days after the invoice due date shall bear interest at the rate of percent per month (or the maximum rate permitted by law, if less). In addition to interest, Client shall pay reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach.

Upon termination, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination, together with any non-cancellable obligations incurred on Client's behalf.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in tangible or intangible form 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. Confidential Information includes, without limitation, formulations, prototypes, business plans, pricing, customer lists and trade secrets.

The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) 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 protective as those herein; and (c) use Confidential Information solely for the performance of this Agreement. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, was lawfully in the Receiving Party's possession prior to disclosure, or is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in and to its pre-existing intellectual property and methodologies. Subject to full payment of all fees due hereunder, Service Provider grants to Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement solely for Client's internal business purposes. Any custom work created by Service Provider for Client and expressly identified as a "Work for Hire" in writing shall be owned by Client upon full payment; otherwise ownership shall be allocated as mutually agreed in writing.

6. INSURANCE; INDEPENDENT CONTRACTOR

Service Provider shall maintain commercially reasonable insurance appropriate to the services performed. The parties acknowledge that Service Provider is an independent contractor and not an employee, agent, joint venturer or partner of Client. Service Provider is solely responsible for all payroll, tax and employment obligations for its personnel.

7. LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable for indirect, incidental, consequential or punitive damages. Each party shall indemnify and hold harmless the other from third-party claims arising out of its negligence, willful misconduct, or breach of this Agreement, provided that the indemnified party gives prompt notice and cooperates in defense.

8. 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 state and federal courts located in that state for resolution of disputes arising under this Agreement.

9. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

ADDITIONAL CONTACT INFORMATION

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