Business Services Panes

Business Services Panes

Agreement Date:

Parties

Recitals

WHEREAS, Service Provider represents that it possesses the requisite expertise, personnel and resources to provide business advisory, operational support, and related services described in this Agreement to Client; and

WHEREAS, Client desires to procure from Service Provider certain business services, and Service Provider is willing to provide such services under the terms and conditions set forth herein;

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

Scope of Services

Service Provider will perform the services described below. Services shall be performed in a professional and workmanlike manner consistent with industry standards. Any material change to the Scope of Services must be agreed in writing by both parties and may require adjustment to fees or schedule.

Payment Terms

Total Fee:

Deposit required: Yes No

Payment due within days of invoice. Late payments shall accrue interest or fees as specified below.

Late Fee: . Provider may suspend performance for overdue accounts after providing ten (10) days' written notice.

Term and Termination

Commencement Date:

Expiration Date (if any): . Unless earlier terminated as provided herein, this Agreement shall continue until completion of the Scope of Services or the Expiration Date.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within 15 days of written notice. Upon termination, Client shall pay Provider for all Services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is marked or reasonably should be understood to be confidential. Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to third parties except as permitted herein, and (c) use it only to perform obligations under this Agreement. Confidential Information shall not include information that is or becomes generally known to the public through no fault of the receiving party, was lawfully in the receiving party's possession prior to disclosure, or is independently developed without use of Confidential Information.

The receiving party may disclose Confidential Information to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Upon termination or upon written request, the receiving party will return or destroy Confidential Information and certify such return or destruction.

Liability; Indemnification

Each party agrees to indemnify, defend and hold harmless the other party from and against claims arising out of its gross negligence or willful misconduct in performing under this Agreement. Except for indemnification obligations, neither party's aggregate liability for damages shall exceed the total fees paid to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim. This limitation shall not apply to liability for death, bodily injury, or a party's willful misconduct.

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 rules. Venue for any dispute arising out of this Agreement shall be in the state or federal courts located in that jurisdiction.

Entire Agreement; Amendment

This Agreement, including any schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign its rights under this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices: All notices shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.

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