Business Services Raike

BUSINESS SERVICES AGREEMENT — RAIKE

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, project management, and technical advisory services; and

WHEREAS, Client desires to retain Service Provider to perform certain services described in this Agreement, and Service Provider is willing to perform those 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 receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described below (the "Services"). Service Provider will perform the Services with professional skill and care in accordance with industry standards.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees set forth below under the terms specified. All fees are exclusive of taxes unless otherwise stated.

Service Provider shall submit invoices in accordance with the Payment Schedule. Unless disputed in good faith in writing within ten (10) business days of receipt, invoices are deemed accepted. Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with performance of the Services.

Term and Termination

This Agreement commences on the Effective Date and continues until the End Date or until earlier terminated as provided herein.

Effective Date:     End Date:

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 specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and unreimbursed expenses incurred prior to the effective date of termination, nor shall it relieve Service Provider of obligations that by their nature survive termination.

Confidentiality

"Confidential Information" means non-public, proprietary, or commercially sensitive information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in any 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.

Receiving Party shall (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information but with no less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under 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 are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) is rightfully received by Receiving Party from a third party without restriction; (iii) is independently developed by Receiving Party without reference to Confidential Information of the Disclosing Party; or (iv) is required to be disclosed by law, provided Receiving Party gives Disclosing Party prompt notice of such requirement and cooperates in any lawful effort to limit such disclosure.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in the chosen jurisdiction for any disputes arising under this Agreement.

Miscellaneous

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with the sale of substantially all of its business assets.

Limitation of Liability. Except for liabilities arising from willful misconduct or gross negligence and obligations to pay amounts due under this Agreement, neither party's aggregate liability to the other shall exceed the total fees actually paid by Client to Service Provider under this Agreement in the twelve (12) month period preceding the claim.

Entire Agreement

This Agreement, including any exhibits or attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. Any modification must be in a writing signed by both parties.

Signatures

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