Business Services Regus Agreement

Business Services Regus Agreement

Parties

Service Provider:

Recitals

WHEREAS, Service Provider operates business centers and provides professional office, administrative and related services to corporate and individual clients; and

WHEREAS, Client desires to retain Service Provider to provide the business services described in this Agreement, and Service Provider is willing to provide such services under the terms and conditions set forth herein.

WHEREAS, the parties intend that services will commence on the Effective Date set forth below and continue pursuant to the Term provisions of this Agreement.

Effective Date

Effective Date:

Scope of Services

Service Provider shall provide the business support services selected by Client, which may include but are not limited to furnished office space, reception and telephone services, mail handling, meeting room access, administrative support, and ancillary services described below. Specific duties, deliverables and performance expectations are set out in the Scope of Work field and any attached schedules.

Service Levels and Additional Services

Service Provider shall provide services in a professional and commercially reasonable manner consistent with industry standards. Response times for requests and support issues shall be as agreed in the Scope of Work. Additional on-demand services will be charged in accordance with the rates and fees set forth in this Agreement or otherwise agreed in writing.

Payment Terms

Client shall pay Service Provider the fees for services as set forth below. Fees are exclusive of applicable taxes unless otherwise stated. Invoices shall be issued in accordance with the billing schedule and are due when rendered unless otherwise provided.

Payments not received within days of invoice date shall be subject to a late fee of per month on the outstanding balance, or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement shall commence on the Effective Date and continue for the initial term below unless earlier terminated in accordance with this Agreement.

Initial Term Start:    Initial Term End:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the other party fails to cure within days after written notice of such breach. Termination will not relieve Client of its obligation to pay fees accrued through the effective date of termination, including any early termination fees set forth below.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") obtained in connection with this Agreement, except as required by law or as necessary to perform obligations under this Agreement. Confidential Information includes but is not limited to business plans, financial information, customer lists, technical information, pricing, and trade secrets. Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets.

Data Protection and Use

The parties shall comply with all applicable data protection and privacy laws in respect of personal data processed under this Agreement. Service Provider shall implement reasonable technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction or damage.

Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, losses or liabilities arising from the indemnifying party's negligence, willful misconduct or material breach of this Agreement. Except for liability arising from gross negligence, willful misconduct or indemnification obligations, neither party's aggregate liability to the other for any and all claims arising under or in connection with this Agreement shall exceed the fees paid by Client to Service Provider in the twelve (12) months preceding the event giving rise to the claim.

Taxes and Expenses

Client is responsible for any sales, use, value-added, withholding or other taxes arising from the provision of services under this Agreement, excluding taxes based on Service Provider's net income. Reasonable out-of-pocket expenses incurred by Service Provider in performing services, if any, shall be reimbursed by Client when supported by appropriate documentation.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to principles of conflicts of law.

Entire Agreement; Amendments

This Agreement, including all 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 and understandings. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party except to a successor in interest in connection with a merger or sale of substantially all assets, provided that the assignee assumes the assigning party's obligations hereunder.

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