Business Services PBTECH

BUSINESS SERVICES AGREEMENT — PBTECH

This Business Services Agreement ("Agreement") is entered into effective as of by and between Client Name: whose principal address is (hereafter "Client") and Service Provider: with principal address (hereafter "Provider").

WHEREAS

WHEREAS, Client desires to retain Provider to perform certain business and technical services related to PBTECH platform support, consulting, and software integration as described herein; and

WHEREAS, Provider represents that it has the professional expertise, personnel and resources necessary to perform the services described in this Agreement and agrees to provide such services under the terms and conditions set forth below.

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

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Provider a total fee of (USD) for the services described above, subject to the schedule below.

Invoicing: Provider shall submit invoices to Client at the address for notices below. Payment is due within days of invoice receipt.

Late Payment: Any past-due amount shall bear a late fee of from the due date until paid, and Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Provider in collecting overdue amounts.

TERM AND TERMINATION

Term: This Agreement shall commence on and continue until unless earlier terminated pursuant to this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing days' prior written notice to the other party. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred up to the effective date of termination.

Termination for Cause: Either party may terminate 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

Definition: "Confidential Information" means all nonpublic business, technical, financial and other information disclosed by one party ("Discloser") to the other ("Recipient") whether in oral, written, electronic or other 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.

Obligations: Recipient shall (a) maintain Confidential Information in strict confidence 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) not disclose Confidential Information to any third party except to its employees, contractors or affiliates who have a need to know and who are bound by obligations of confidentiality no less restrictive than those herein; and (c) use Confidential Information solely to perform obligations under this Agreement.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of Recipient; (ii) was known by Recipient prior to disclosure as evidenced by written records; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

Duration: The confidentiality obligations set forth in this Agreement shall remain in effect for a period of three (3) years from the date of disclosure, except that obligations with respect to trade secrets shall survive for as long as such information remains a trade secret under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

Dispute Resolution: The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through direct negotiation. If unresolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration administered in the agreed governing jurisdiction, with the arbitrator's decision final and enforceable in any court of competent jurisdiction.

ENTIRE AGREEMENT; MISCELLANEOUS

Entire Agreement: This Agreement, including any attachments and schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications, understandings, representations and agreements, whether oral or written.

Independent Contractor: Provider is an independent contractor and nothing in this Agreement will be construed to create a partnership, joint venture, agency or employment relationship between the parties.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a sale of substantially all of its business assets with notice to Client.

Indemnification: Each party shall indemnify and hold harmless the other party from and against claims, damages, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

NOTICES

Notice shall be effective upon delivery if delivered by hand, three (3) business days after deposit in the U.S. mail with prepaid certified mail, or one (1) business day after confirmed overnight courier.

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