Business Services Royal Services

BUSINESS SERVICES AGREEMENT — ROYAL SERVICES

Parties and Recitals

This Business Services Agreement (the Agreement) is entered into effective as of by and between:

WHEREAS, Client desires to retain the services of Service Provider to perform business services described below; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services to be provided by Service Provider.

Scope of Work

Service Provider shall provide the services and deliverables described in this section (the Services). The Parties agree the Services shall include, at a minimum, the tasks, milestones and acceptance criteria set forth below.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees and expenses set forth in this section in accordance with the following terms.

Payments not received within the time specified above shall accrue interest at the rate specified or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

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 Agreement.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured after the notice period specified above. Termination shall not relieve Client of its obligation to pay for Services performed and reasonable costs incurred prior to termination.

Confidentiality

Each party agrees to maintain in strict confidence all non-public information disclosed by the other party in connection with this Agreement (Confidential Information). Confidential Information shall not include information that is public through no fault of the receiving party, independently developed without use of the disclosing party's Confidential Information, or rightfully obtained from third parties.

Receiving party shall use Confidential Information only to perform its obligations under this Agreement and shall return or destroy Confidential Information upon termination or upon written request.

Representations, Warranties and Indemnification

Each party represents that it has the full right and authority to enter into this Agreement. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.

Client shall indemnify and hold harmless Service Provider from and against any third-party claims arising from Client's misuse of deliverables, failure to provide required information, or modification of deliverables by parties other than Service Provider, except to the extent caused by Service Provider's gross negligence or willful misconduct.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law and Dispute Resolution

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

The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives who have authority to settle the controversy. If unresolved, disputes shall be resolved by binding arbitration in the governing state unless the parties agree otherwise in writing.

Entire Agreement; Amendments

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

Notices

All notices under this Agreement shall be in writing and delivered to the address set forth above or to such other address as a party may designate in writing. Notice shall be effective upon delivery when sent by recognized overnight courier, certified mail (return receipt requested), or other method agreed by the parties.

Miscellaneous

Relationship of the Parties. Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship or agency between the parties.

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