Business Services NousTech

BUSINESS SERVICES AGREEMENT — NOUSTECH

This Business Services Agreement ("Agreement") is entered into by and between Service Provider: NousTech and Client Name: , with Client Address: .

WHEREAS

WHEREAS, NousTech is engaged in the business of providing business advisory, software integration, and technical services and has the experience and expertise to perform the services described herein; and

WHEREAS, Client desires to retain NousTech to perform such services under the terms and conditions set forth in this Agreement and NousTech agrees to perform those services in accordance with this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. Scope of Work

Service Provider will perform the services described below for Client. The services shall include deliverables, milestones and acceptance criteria as specified in the Scope of Work. Any additional services not expressly listed below will require a separate written amendment signed by both parties.

2. Payment Terms

Client shall pay Service Provider the fees and expenses set forth below in consideration for the performance of services. All fees are due in accordance with the schedule below. Unless otherwise specified, amounts are payable in United States dollars.

Overdue payments shall incur a late fee of % per month on the unpaid balance, calculated monthly, or the maximum permitted by law, whichever is less. Client shall also reimburse Service Provider for reasonable collection costs, including attorney fees, if collection becomes necessary.

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 convenience upon providing written notice to the other party at least Notice Period (days): days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination does not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") that is marked confidential or that reasonably should be understood to be confidential. Receiving Party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) protect Confidential Information with reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available through no fault of Receiving Party, was rightfully known to Receiving Party prior to disclosure, was independently developed by Receiving Party without use of Disclosing Party's Confidential Information, or is required to be disclosed by law. Upon termination or written request, Receiving Party shall return or destroy Disclosing Party's Confidential Information and certify such return or destruction.

5. Warranties; Limitation of Liability; Indemnity

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. Client shall indemnify, defend and hold Service Provider harmless from and against claims arising from Client's use of deliverables, except to the extent caused by Service Provider's gross negligence or willful misconduct.

6. Governing Law

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

7. 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 written notice to the other party. Notices shall be deemed given upon personal delivery, one business day after delivery by a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

8. Entire Agreement; Amendments

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous

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

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