Business Services Paradigm

BUSINESS SERVICES PARADIGM

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

RECITALS

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to perform the professional business services described herein; and

WHEREAS, Client desires to engage Service Provider to provide the services on the terms and conditions set forth in this Agreement, and Service Provider is willing to provide such services to Client; and

WHEREAS, the parties intend by this Agreement to allocate the risks and define the obligations associated with the provision of such services.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The parties agree that the scope may be modified only by written amendment signed by both parties.

PAYMENT TERMS

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

Payments not received within thirty (30) days of invoice date shall be considered past due and shall accrue the Late Payment Fee specified above. Client is responsible for all reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting past due amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective date of termination. 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 of the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that during performance of this Agreement it may receive Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public business, technical, financial, or other information disclosed in written, electronic or oral form and designated as confidential or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party agrees to: (a) maintain the confidentiality of the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted herein. Confidential Information does not include information that: (i) is or becomes publicly known through no breach by the Receiving Party; (ii) is received from a third party without breach of any obligation of confidentiality; (iii) is independently developed without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt written notice to the Disclosing Party to allow for protective measures.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and agents from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total amounts paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

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 law principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree to submit the dispute to binding arbitration in accordance with the commercial arbitration rules in the governing jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications and understandings, 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.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth in the Parties' Contact Information above or to such other address as either party shall designate by written notice. Notices shall be effective upon personal delivery, three (3) days after deposit with a nationally recognized overnight courier, or three (3) days after mailing by certified mail, return receipt requested.

MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement shall be construed to create an employer-employee, partnership or joint venture relationship. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are inserted for convenience only and shall not affect interpretation.

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