Business Services NBC

Business Services NBC — General Business Agreement

This Business Services Agreement (the "Agreement") is entered into as of by and between Service Provider: , with principal place of business at , and Client: , with principal place of business at .

WHEREAS

WHEREAS, Service Provider has expertise in providing business services, consulting, and related deliverables described below; and

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

WHEREAS, the parties intend that the services provided pursuant to this Agreement shall be on an independent contractor basis and that neither party shall be deemed an employee, partner, or joint venturer of the other.

Scope of Work

Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material changes to the Scope of Work shall be set forth in a written change order signed by authorized representatives of both parties and shall specify adjustments to fees and schedule.

Payment Terms

Client shall pay Provider the fees specified above within the time periods set forth in the Payment Schedule. All amounts are due in United States dollars unless otherwise agreed in writing. Provider shall invoice Client in accordance with the Payment Schedule and invoices shall be due and payable within days of receipt unless otherwise agreed.

Any undisputed past due amount shall accrue interest at a rate of percent per month (or the maximum rate permitted by law, if lower), plus all collection costs and reasonable attorneys' fees incurred by Provider.

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 providing the other party with written notice no fewer than days prior to the effective date of termination. Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in force.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any non-public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") in connection with the performance of this Agreement, including business plans, financial information, customer lists, and trade secrets ("Confidential Information"). The Receiving Party shall use Confidential Information solely for the purpose of performing obligations under this Agreement and shall protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; (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. If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party and cooperate, at Disclosing Party's expense, in any lawful efforts to limit disclosure.

Representations; Compliance

Each party represents and warrants that it has the legal right and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that services will be provided in a professional manner consistent with generally accepted industry standards. Client shall comply with all applicable laws and regulations in connection with its use of the services.

Limitation of Liability

Except for liability resulting from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages, whether based on contract, tort, strict liability, or otherwise. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve any dispute arising out of this Agreement promptly by negotiation between executives who have authority to settle the controversy. If the dispute has not been resolved by negotiation within thirty (30) days, the parties may pursue any remedies available at law or in equity in the courts located within the selected governing state.

Entire Agreement; Amendments

This Agreement, including all exhibits and any executed change orders, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

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 either party may designate by notice to the other. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified or registered mail, return receipt requested.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in whole or in part to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

Independent Contractor: Provider is an independent contractor for all purposes and is not an employee, agent, partner, or joint venturer of Client. Provider is solely responsible for all taxes, withholdings, and other statutory, regulatory, or contractual obligations of any sort, including workforce-related obligations for Provider's personnel.

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