Business Services Prentice

BUSINESS SERVICES PRENTICE

This Business Services Agreement ("Agreement") is entered into as of by and between:

Service Provider Name:

Client Name:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business advisory, consulting, operational improvement, and related professional services ("Services"); and

WHEREAS, Client desires to retain Service Provider to perform certain Services, and Service Provider is willing to perform such Services on the terms and conditions set forth herein;

WHEREAS, the parties intend this Agreement to set forth the full scope, compensation, confidentiality obligations and allocation of risk for the Services to be performed.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the compensation set forth below in consideration for performance of the Services. Payment is due in accordance with the schedule described herein. Unless otherwise agreed in writing, Client shall be responsible for reasonable expenses incurred by Service Provider in connection with the Services, provided such expenses are pre-approved in writing by Client.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

Upon termination, Service Provider shall be entitled to payment for Services performed and expenses incurred through the effective date of termination. Sections of this Agreement that by their nature survive termination shall survive in perpetuity or for the period specified herein.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party to the other, whether oral, written or tangible, 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, financial information, client lists, pricing, trade secrets, and proprietary methods.

The receiving party shall (i) hold Confidential Information in strict confidence and take all reasonable measures to protect it from unauthorized disclosure, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully in the receiving party's possession prior to receipt; (c) is lawfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

The parties acknowledge that monetary damages may be an inadequate remedy for breach of confidentiality and that the non-breaching party shall be entitled to seek injunctive relief and any other available equitable remedies, in addition to any other remedies at law.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence or willful misconduct in connection with performance under 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.

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 attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute remains unresolved within forty-five (45) days, either party may pursue any available legal or equitable remedies in the courts of the selected state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

NOTICES

MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement shall be construed to create an employer-employee, joint venture, partnership, or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all of its assets.

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