Business Services Rollstone

BUSINESS SERVICES ROLLSTONE

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business development, advisory and operational services described herein; and

WHEREAS, Client desires to retain Service Provider to perform such services for the benefit of Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth the scope, payment terms, confidentiality obligations, and other rights and remedies in a written agreement.

PARTY CONTACTS

SCOPE OF WORK

Service Provider will perform the services described below (the Services). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Deliverables, milestones and acceptance criteria will be set forth in writing and attached as exhibits when applicable. Service Provider will report progress to Client at intervals agreed by the parties.

PAYMENT TERMS

Client shall pay Service Provider the fees described below in consideration for the Services. Unless otherwise specified, all amounts are stated in United States dollars.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

The term of this Agreement will commence on Start Date: and, unless earlier terminated in accordance with this Agreement, will continue until End Date: .

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date.

Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination will be without prejudice to any accrued rights or remedies.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means any non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall: (a) maintain Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted in writing; and (c) use Confidential Information solely to perform its obligations under this Agreement. The Receiving Party may disclose Confidential Information to its employees, contractors or advisors on a need-to-know basis provided such persons are bound by confidentiality obligations at least as protective as those in this Agreement.

The confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secret under applicable law.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Service Provider shall retain ownership of its preexisting intellectual property and tools, and Client shall receive a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes. Ownership of any custom deliverables specifically created for Client and paid for in full will transfer to Client upon final payment, subject to Service Provider's ownership of underlying methodologies and preexisting materials.

INDEMNIFICATION

Each party agrees to indemnify and hold harmless the other party from and against any losses, liabilities, damages and expenses arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, provided that the indemnified party gives prompt written notice and reasonable cooperation in the defense of any claim.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party will be liable for special, incidental, consequential or punitive damages. The aggregate liability of either party arising out of or relating to this Agreement will not exceed the total fees paid by Client to Service Provider under this Agreement in the six (6) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Exclusive jurisdiction for disputes arising under this Agreement will be in the state or federal courts located in that state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

NOTICES

All notices and communications required or permitted under this Agreement must be in writing and delivered to the addresses set forth in the Party Contacts section or to such other address as a party may designate in writing. Notices are effective upon receipt.

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, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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