Business Services Regalado

BUSINESS SERVICES AGREEMENT — REGALADO

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: with principal place of business at Service Provider Address: and Client Name: with principal place of business at Client Address: .

RECITALS

WHEREAS, Service Provider has experience and expertise in providing business services, consulting and related deliverables described herein; and

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

WHEREAS, the parties intend for this Agreement to define the scope, payment, confidentiality, term, and other obligations of the parties with respect to the services.

SCOPE OF WORK

Service Provider will perform the services and deliverables as described below. The description, acceptance criteria, milestones and any attachments form part of this Agreement.

PAYMENT TERMS

Client shall pay Service Provider for services performed in accordance with the fees and schedule set forth below. Payment obligations are independent of any approvals or acceptances except where expressly stated.

All amounts are payable in lawful currency of the United States unless otherwise agreed in writing. Client will reimburse reasonable, preapproved out-of-pocket expenses. Late payments shall accrue interest at the rate set forth above and Service Provider may suspend performance for overdue invoices if payment is not received after written notice.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, will continue until End Date: .

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above. Termination for convenience is permitted upon the provision of the notice period and payment for services rendered and non-cancellable obligations incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that a reasonable person would understand to be confidential. The receiving party will: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors and agents who need to know and who are bound by confidentiality obligations no less protective than those in this Agreement; and (c) take reasonable care to protect Confidential Information from unauthorized use or disclosure.

The obligations in this section do not apply to information that: (i) is or becomes public through no breach of this Agreement; (ii) was already known to the receiving party without restriction; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without reference to the disclosing party's Confidential Information. Disclosure required by law or regulation shall be subject to prior notice where permitted and cooperation to seek protective measures.

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 will attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation. If negotiation fails, the parties agree that any unresolved dispute shall be subject to binding arbitration conducted by a single arbitrator and held in the county of the governing law state, unless the parties mutually agree otherwise in writing. Each party will bear its own costs and attorneys' fees unless the arbitrator determines otherwise.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement must be in writing and delivered to the addresses set forth below (or such other address as a party may designate in writing) by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmation. Notices are effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest to substantially all of its business.

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