Business Services Relation

BUSINESS SERVICES RELATION

This Business Services Relation (the "Agreement") is entered into as of (the "Effective Date"), by and between:

Parties

Entity Type: Individual Corporation LLC Partnership

Entity Type: Individual Corporation LLC Partnership

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein, and Service Provider represents that it has the expertise, personnel and capability to provide such services on the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide services to Client to avoid uncertainty and to preserve each party's rights and obligations.

1. Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services shall include the specific tasks, deliverables, milestones and acceptance criteria as agreed between the parties.

2. Payment Terms

In consideration for the Services, Client shall pay Service Provider in accordance with the terms below. Fees do not include taxes or reimbursable expenses except as expressly stated.

Reimbursable expenses shall be pre-approved in writing by Client and invoiced with supporting receipts. If an expense cap applies, it shall be unless otherwise agreed in writing.

3. Term and Termination

This Agreement shall commence on and shall continue until , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured for thirty (30) days following written notice of such breach.

4. Confidentiality

"Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to perform or receive the Services; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisers who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates to obtain protective measures.

Upon request or upon termination of this Agreement, Receiving Party shall promptly return or destroy all Confidential Information and certify in writing its compliance with this obligation.

5. Intellectual Property; Use of Work Product

Unless otherwise agreed in writing, Service Provider shall retain ownership of pre-existing intellectual property and methodologies. Client shall receive a non-exclusive, perpetual, worldwide license to use deliverables created specifically for Client under this Agreement, subject to Client's payment of all amounts due. Any third-party materials incorporated into deliverables shall be licensed to Client to the extent permitted by the third-party license.

6. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims resulting from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability shall exceed the total amounts paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the claim.

7. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing.

8. 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 submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

9. Entire Agreement; Amendment

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

10. Miscellaneous Provisions

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets.

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