Business Services NHRG PL

Business Services Agreement — NHRG PL

This Business Services Agreement ("Agreement") is entered into as of Effective Date: between Service Provider: and Client Name: .

Recitals

WHEREAS, Service Provider represents that it possesses the necessary expertise, personnel and resources to provide the business services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth herein, and Service Provider is willing to perform the services for compensation as set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

1. Scope of Work

Service Provider shall perform the services described below and any ancillary tasks reasonably necessary for completion of such services. The parties acknowledge that any material change in scope shall be subject to mutual written amendment and may affect fees and schedule.

2. Payment Terms

In consideration for the services, Client shall pay Service Provider the fees set forth below in the amounts and according to the schedule specified. All fees are exclusive of applicable taxes unless otherwise stated. Client shall reimburse reasonable pre-approved expenses incurred by Service Provider in performing the services.

3. Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the Notice Period specified above following written notice. Either party may terminate for insolvency, bankruptcy filing, or assignment for the benefit of creditors without cure opportunity. Termination shall not relieve Client of payment obligations for services performed and costs incurred through the effective date of termination.

4. Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence and shall not use or disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform under this Agreement. "Confidential Information" includes non-public business, technical, financial, and other proprietary information disclosed in oral, written or electronic form, but does not include information that (a) is or becomes public through no breach of this Agreement, (b) is rightfully received from a third party without restriction, or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall take all reasonable measures to protect the confidentiality of the Confidential Information and shall disclose such Confidential Information only to employees or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Breach of this Section shall entitle the Disclosing Party to injunctive relief and any other remedies available at law or equity.

5. Representations and Warranties; Indemnity

Each party represents that it has full power and authority to enter into this Agreement. Service Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards. Client shall indemnify and hold harmless Service Provider from claims arising from Client-provided materials or Client's willful misconduct; Service Provider shall indemnify Client for claims arising from Service Provider's gross negligence or willful misconduct. Indemnified party shall promptly notify the indemnifying party of any claim and shall cooperate reasonably in defense of such claim.

6. Limitation of Liability

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

7. 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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

8. Notices

All notices under this Agreement shall be in writing and shall be delivered to the addresses below or to such other address as a party may designate in writing.

9. Entire Agreement

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

10. Miscellaneous

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may assign to a successor in connection with a merger or sale of substantially all its assets. If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.

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