Business Services Roze Room

Business Services Roze Room — General Business Agreement

RECITALS

WHEREAS, Client Name: desires to retain the services described in this Agreement; and

WHEREAS, Service Provider: operates Business Services Roze Room and represents that it has the expertise and capacity to provide such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will perform services for the Client effective as of Effective Date: .

1. SCOPE OF WORK

Service Provider shall perform the services described below in a professional and timely manner consistent with industry standards.

2. PAYMENT TERMS

Client agrees to pay Service Provider fees as set forth below. Fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be rendered in accordance with the Payment Schedule. Payment is due within days of invoice date. Overdue amounts shall accrue interest as set forth below.

Client shall also be liable for reasonable collection costs, including attorneys' fees, if Service Provider commences collection proceedings for unpaid amounts.

3. TERM AND TERMINATION

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

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

Upon termination, Service Provider shall deliver all work in progress and shall be entitled to payment for services performed through the effective date of termination, subject to setoff for any amounts owed by Service Provider to Client.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party ("Discloser") to the other party ("Recipient") that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, pricing, client lists, trade secrets, and technical information.

Recipient shall (a) hold Confidential Information in strict confidence, (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 are bound by confidentiality obligations at least as protective as those herein.

The obligations in this Section shall not apply to information that (i) is or becomes generally known to the public through no wrongful act of Recipient, (ii) was rightfully in Recipient's possession prior to disclosure, (iii) is independently developed by Recipient without use of Confidential Information, or (iv) is required to be disclosed by law or court order, provided Recipient gives prompt written notice to Discloser and cooperates with Discloser in any lawful effort to limit or contest such disclosure.

The confidentiality obligations set forth in this Section shall survive termination of this Agreement for a period of three (3) years; however, trade secrets shall be protected for as long as they remain trade secrets under applicable law.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of its preexisting intellectual property and methodologies. Client shall own deliverables created specifically for Client under this Agreement upon full payment, excluding Service Provider's underlying tools, templates, and general know-how, which remain Service Provider's sole property.

6. REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that its services will be performed in a professional manner consistent with prevailing industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. 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 within that state for any action arising out of this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

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

9. MISCELLANEOUS

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. Any permitted assignee shall assume all obligations hereunder.

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