Business Services PRESSMAN

BUSINESS SERVICES AGREEMENT — PRESSMAN

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

RECITALS

WHEREAS, Client requires business services including but not limited to printing, press operations, production oversight, and related project management; and

WHEREAS, Service Provider represents that it has the personnel, experience, tools and capability to provide the services described in this Agreement in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform such services for Client.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall provide the services described below. Services shall include all labor, materials, equipment, supervision, and deliverables necessary to perform the work in accordance with the standards and schedule agreed by the parties.

PAYMENT TERMS

Compensation: Client shall pay Service Provider a fee in the amount of $ for the services described herein, subject to adjustments only as provided in this Agreement.

Payment Method:

Late Payments: Any undisputed amount not paid when due shall incur interest at the rate of % per month (or the maximum permitted by law, if lower), and a late fee of $ may be charged for each late invoice. All payments are due net as specified in the invoice.

TERM AND TERMINATION

Term: The term of this Agreement begins on and continues until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause 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 through 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 notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public, proprietary, or business-critical information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, including pricing, trade secrets, customer lists, processes, and technical data.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, (b) not use Confidential Information for any purpose other than performing this Agreement, and (c) 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 restrictive than those contained herein.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iii) is independently developed without use of the disclosing party's Confidential Information. Disclosure compelled by law shall be limited and, where permitted, preceded by notice to the disclosing party to seek protective relief.

Survival: The confidentiality obligations hereunder shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

INSURANCE AND RELATIONSHIP OF PARTIES

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, joint venturer or partner of Client. Service Provider shall be solely responsible for all taxes, withholdings, benefits and other statutory obligations associated with its personnel.

Insurance: Service Provider shall maintain commercially reasonable insurance appropriate to the services provided, including general liability insurance and workers' compensation as required by law. Upon request, Service Provider shall provide certificates evidencing such insurance.

LIMITATION OF LIABILITY

Except for liability arising from 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 arising out of or relating to this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement during the prior twelve (12) months.

GOVERNING LAW; DISPUTE RESOLUTION

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

Disputes: The parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation. If unresolved within thirty (30) days, disputes shall be subject to binding arbitration in the designated governing jurisdiction, with each party bearing its own costs unless otherwise awarded by the arbitrator.

ENTIRE AGREEMENT; AMENDMENT

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

Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control. Any purported assignment in violation of this section shall be void.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth in this Agreement or to such other address as either party may designate in writing.

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