Business Services Nouvobanq

BUSINESS SERVICES AGREEMENT — NOUVOBANQ

This Business Services Agreement (the "Agreement") is made effective as of by and between Service Provider: and Client Name: .

Recitals

WHEREAS, Service Provider is engaged in the business of providing business services, technology, and payment processing facilitation as described herein; and

WHEREAS, Client wishes to retain Service Provider to perform certain services for the benefit of Client, and Service Provider is willing to perform such services under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows.

Scope of Work

Service Provider shall provide the services described below (the "Services"). The Services shall be performed in a professional and workmanlike manner and in accordance with industry standards.

Payment Terms

As full compensation for the Services, Client shall pay Service Provider as set forth below. All fees are exclusive of taxes unless otherwise stated.

Service Provider will invoice Client in accordance with the selected schedule. Unless otherwise agreed, payment is due within days of invoice date.

Any past-due amount shall accrue interest at percent per month (or the maximum rate permitted by law), and a one-time administrative late fee of may be applied to each late invoice.

Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach. Termination shall not relieve Client of its obligation to pay for Services performed prior to termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by a party that is marked confidential or that by its nature should be understood to be confidential. 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; and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure without restriction; (iii) is rightfully obtained from a third party without breach; or (iv) is independently developed without use of the disclosing party's Confidential Information. Upon termination, the receiving party shall return or destroy Confidential Information upon written request. Confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets which shall survive for as long as they remain trade secrets.

Representations; Indemnification; Limitation of Liability

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. Client shall indemnify, defend and hold Service Provider harmless from and against any third-party claims arising out of Client's use of the Services, except to the extent caused by Service Provider's gross negligence or willful misconduct. To the fullest extent permitted by law, each party's aggregate liability under this Agreement shall not exceed the total amounts paid by Client to Service 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 without regard to choice-of-law principles.

Notices

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

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

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