Business Services Rudolph

BUSINESS SERVICES AGREEMENT — RUDOLPH

Parties and Effective Date

This Business Services Agreement (Effective Date: ) is entered into by and between:

Service Provider Name:     Service Provider Entity Type: LLC Corporation Individual

Client Name:     Client Entity Type: LLC Corporation Individual

Recitals

WHEREAS, Service Provider has expertise and experience in providing business consulting, administrative and operational services, and Client desires to engage Service Provider to perform certain services on the terms set forth in this Agreement; and

WHEREAS, the parties intend for Service Provider to perform the services described below in a professional manner and for Client to compensate Service Provider as provided in this Agreement.

Scope of Work

Service Provider shall perform the services described in this Section and any project statements or attachments incorporated by reference. Service Provider will use commercially reasonable efforts to perform services in accordance with agreed milestones and standards.

Payment Terms

In consideration for the services rendered, Client shall pay Service Provider the fees and reimburse authorized expenses as set forth below. All fees are exclusive of taxes which will be the responsibility of the party required to remit such taxes by applicable law.

Client will reimburse Service Provider for pre-approved, reasonable, and documented out-of-pocket expenses incurred in connection with performance. Receipts and supporting documentation are required for reimbursement.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination and any other amounts due under any surviving provisions.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or would reasonably be understood to be confidential. Each receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that (i) is or becomes generally known to the public other than by breach of this Agreement, (ii) was in the receiving party's possession prior to receipt from the disclosing party as evidenced by written records, (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iv) is rightfully obtained from a third party without restriction. If disclosure is compelled by law or regulation, the receiving party shall provide prompt written notice and cooperate, at the disclosing party's expense, in seeking a protective order or other appropriate remedy.

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

Representations and Warranties; Indemnity

Each party represents that it has the full right, power and authority to enter into this Agreement and to perform its obligations. Service Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards.

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement, subject to any limitations of liability stated herein.

Limitation of Liability

Except for liability arising from wilful misconduct, breach of confidentiality, or indemnification obligations, neither party will be liable for consequential, incidental, indirect, special or punitive damages. Except as otherwise set forth, total aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

Notices

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 through negotiation. If unresolved, disputes shall be submitted to the exclusive jurisdiction of the courts located in the chosen state or a mutually agreed forum.

Entire Agreement

This Agreement, together with any exhibits, schedules and written statements of work expressly incorporated herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held 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 an affiliate or in connection with a merger or sale of substantially all of its assets.

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