Business Services Northway

BUSINESS SERVICES AGREEMENT — NORTHWAY

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing business development, advisory, operations and related professional services and possesses the skills, personnel and resources necessary to perform such services; and

WHEREAS, Client desires to retain Service Provider to perform certain business services as set forth in this Agreement, and Service Provider is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to define their respective rights and obligations with respect to the performance, payment and confidentiality of such services.

Scope of Work

Service Provider shall perform the services described below (Services). The Services will be performed in a professional and workmanlike manner consistent with industry standards. Any material change to the Scope of Work shall require a written amendment signed by both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. Fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be issued by Service Provider in accordance with the Payment Schedule and are payable within days of receipt. Late payments shall accrue interest at the lesser of (a) the rate of percent per month or (b) the maximum rate permitted by applicable law. Client shall reimburse Service Provider for pre-approved out-of-pocket expenses incurred in connection with performance of the Services.

Term and Termination

The term of this Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon delivery of written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party that remains uncured for a period of 15 days after receipt of written notice specifying the breach. Upon termination, Client shall pay Service Provider for Services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, Confidential Information means any non-public information disclosed by one party (Disclosing Party) to the other party (Receiving Party) in any form that is designated as confidential or that, given the nature of the information, reasonably should be understood to be confidential. Confidential Information includes, without limitation, trade secrets, business plans, financial information, customer lists and technical data.

The Receiving Party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect 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; and (c) 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 no less restrictive than those set forth herein.

Confidentiality obligations shall continue for years following termination or expiration of this Agreement, except with respect to trade secrets which shall remain protected for so long as such information qualifies as a trade secret under applicable law. The Receiving Party may disclose Confidential Information as required by law or court order, provided it gives prompt written notice to the Disclosing Party to permit protective measures.

Representations; Indemnification; Limitation of Liability

Each party represents that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that its performance will be performed in a professional manner consistent with applicable industry standards.

Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement or negligent or willful misconduct in connection with the performance of its obligations hereunder.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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 first attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If unresolved within 30 days, either party may seek relief in the courts located in the jurisdiction specified above.

Entire Agreement; Amendments

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

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, sent by certified mail (return receipt requested), nationally recognized overnight courier, or sent by email to the addresses set forth below. Notice shall be effective upon receipt.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or remedy under this Agreement shall not constitute a waiver of such right or remedy. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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