Business Services NBS Bundle

BUSINESS SERVICES NBS BUNDLE AGREEMENT

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

RECITALS

WHEREAS, Provider is engaged in the business of delivering business services, including but not limited to advisory, technical, creative and operational services designed for new-business setup (the "NBS Bundle"); and

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

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Provider shall furnish the professional services set forth below (the "Services"). The Services to be provided under this Agreement are as follows and shall be further described and updated in work orders or change orders signed by both parties:

NBS BUNDLE COMPONENTS

The standard NBS Bundle includes the following selectable components. Indicate selected components and applicable fixed fees or hourly rates.

PAYMENT TERMS

Client shall pay Provider for Services as follows. Fees, invoice timing and late payment consequences are governed by this section.

Invoices shall be issued by Provider in accordance with the Payment Schedule. Payments are due within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for reasonable collection costs and legal fees incurred by Provider to enforce payment.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and shall continue until the End Date unless earlier terminated as provided below. Start Date: End Date:

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breach remains uncured for a period of thirty (30) days following written notice detailing the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary or confidential information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") whether disclosed orally, in writing, or by inspection, including business plans, financial data, trade secrets, customer lists, pricing, software, and marketing strategies. Receiving Party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, consultants or advisors with 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 purpose of performing obligations under this Agreement.

Confidentiality obligations do not apply to information that: (i) is or becomes public through no breach by Receiving Party; (ii) was lawfully in Receiving Party's possession prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Receiving Party without use of Confidential Information. Upon termination of this Agreement, Receiving Party shall promptly return or destroy all Confidential Information of Disclosing Party and certify such return or destruction upon request.

INTELLECTUAL PROPERTY & DELIVERABLES

Unless otherwise agreed in a signed writing, Provider shall retain ownership of pre-existing intellectual property, methodologies and tools used to deliver the Services. Provider grants Client a non-exclusive, non-transferable license to use the final deliverables solely for Client's internal business purposes upon full payment of all fees. Provider represents that deliverables will not knowingly infringe third-party intellectual property rights; Client agrees to notify Provider promptly of any claim and permit Provider to control the defense.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from any third-party claims arising from its gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any disputes arising out of or related to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any executed statements of work, schedules or change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations and discussions, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing 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 above or such other address as a party may designate in writing. Notices shall be deemed given upon personal delivery, two (2) business days after deposit with a nationally recognized overnight courier, or five (5) business days after deposit in the U.S. mail with first-class postage prepaid.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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