Business Services Regent IO

BUSINESS SERVICES AGREEMENT — REGENT IO

This Business Services Agreement ("Agreement") is entered into by and between Client Name: and Service Provider Name: . The Effective Date of this Agreement is .

WHEREAS

WHEREAS, Client engages Service Provider to perform certain business services relating to information operations, advisory, and implementation (the "Services"), and Service Provider has represented that it has the expertise, personnel and resources to perform such Services in accordance with the terms and conditions set forth in this Agreement.

WHEREAS, the parties desire to set forth herein the scope, schedule, payment terms and other obligations governing the performance of the Services and the relationship between the parties.

WHEREAS, the parties intend that this Agreement constitute a binding contract that governs the rights and remedies of the parties with respect to the Services commencing on the Effective Date.

SCOPE OF WORK

Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Any change to the Scope of Work that materially affects cost or schedule must be documented in a written change order signed by authorized representatives of both parties.

PAYMENT TERMS

Unless otherwise stated in the payment schedule, Client shall pay undisputed invoices within days of receipt. All amounts are stated in the currency specified in the invoice. Client is responsible for any applicable sales, use, value-added or other transactional taxes, excluding taxes based on Service Provider's net income.

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Service Provider may suspend performance of Services if invoices remain unpaid for more than days after notice.

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and shall continue until the End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party that remains uncured for more than thirty (30) days following written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Upon termination, Service Provider shall deliver to Client all work in progress and completed deliverables paid for by Client; rights and licenses granted hereunder shall survive only as expressly provided in this Agreement.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other 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, but is not limited to, pricing, business plans, technical data, trade secrets, customer lists and deliverables.

Each receiving party shall: (a) protect Confidential Information of the disclosing party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations 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 who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was lawfully known by the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law, provided it gives prompt notice to the disclosing party to allow the disclosing party to seek protective relief.

GOVERNING LAW

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 consent to the exclusive jurisdiction and venue of the courts located in that state for any dispute arising out of or related to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and documented change orders signed by authorized representatives of the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless made in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger, sale of substantially all assets or corporate reorganization.

The parties acknowledge that monetary damages may be an insufficient remedy for breach of the confidentiality obligations herein and agree that the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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