Business Services OMYA

BUSINESS SERVICES OMYA

This Business Services Agreement (the "Agreement") is entered into as of the date set forth below by and between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing commercial and technical business services described below and possesses requisite experience, personnel and facilities to perform such services in a professional manner; and

WHEREAS, Client desires to retain Service Provider to perform certain business services for Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the services to be provided, the compensation to be paid, and the respective rights and obligations of the parties be set forth in this Agreement.

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services") in a professional and workmanlike manner in accordance with generally accepted industry standards.

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the following terms.

Invoices shall be issued by Service Provider in accordance with the Payment Schedule. Client shall pay all undisputed invoices within days of receipt.

Overdue amounts shall accrue interest at the lesser of (i) a rate of % per month or (ii) the maximum rate permitted by applicable law. A minimum late fee of $ shall apply to any invoice past due.

All payments shall be made in U.S. Dollars unless otherwise agreed in writing. Client is responsible for any sales, use, value-added or similar taxes applicable to fees for the Services, excluding taxes based on Service Provider's net income.

TERM AND TERMINATION

This Agreement shall commence on the Start Date set forth below and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date set forth below.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party (Discloser) to the other party (Recipient) in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical information, pricing, and customer data.

Recipient shall (i) protect Confidential Information with at least the same degree of care it applies to its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to Recipient's employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidentiality obligations shall not apply to information that: (a) is or becomes publicly known through no breach by Recipient; (b) is rightfully received from a third party without restriction; (c) was known to Recipient prior to disclosure; or (d) is independently developed by Recipient without use of Confidential Information. Recipient may disclose Confidential Information to the extent required by law or legal process, provided Recipient gives Discloser prompt written notice and cooperates to seek protective measures.

The obligations of confidentiality shall survive termination of this Agreement for a period of unless a longer period is required by applicable law.

GOVERNING LAW

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

ENTIRE AGREEMENT

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

MISCELLANEOUS

Relationship of the Parties: Service Provider is an independent contractor and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor to substantially all of its business by merger or sale of assets.

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