Business Services Samaa

BUSINESS SERVICES SAMAA — BUSINESS SERVICES AGREEMENT

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business, consulting and related services and possesses the personnel and resources necessary to perform the services described herein;

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

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be provided.

Scope of Work

Service Provider will perform the services and deliverables described below. The scope may be amended only by a written change order signed by both parties.

Payment Terms

In consideration of the services provided, Client shall pay Service Provider as set forth below. All amounts are in lawful currency of the jurisdiction specified in Governing Law.

All undisputed invoices not paid within the period above shall incur the late fee. Client is responsible for all reasonable collection costs, including attorneys' fees, for overdue amounts.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated as provided below, will continue until End Date: .

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

During the term and for a period of three (3) years thereafter, each party shall hold in confidence and shall not disclose to any third party any Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial and other information disclosed in connection with this Agreement, whether oral, written or electronic, that is designated confidential or that a reasonable person would understand to be confidential. Confidential Information does not include information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the other party's Confidential Information.

Each party may disclose Confidential Information to its employees, affiliates and professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and methodologies. Client receives a nonexclusive, nontransferable license to use deliverables delivered under this Agreement for Client's internal business purposes. Service Provider warrants that deliverables will not intentionally infringe third-party intellectual property rights.

Indemnification; Limitation of Liability

Each party shall indemnify and hold harmless the other from third-party claims arising out of the indemnifying party's gross negligence or willful misconduct. Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for direct damages under this Agreement shall not exceed the total amounts paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, war, terrorism, epidemics, strikes, or governmental actions. The affected party shall notify the other promptly and use commercially reasonable efforts to resume performance.

Governing Law; 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 to resolve disputes in good faith, and if unsuccessful, submit disputes exclusively to the state or federal courts located in the chosen jurisdiction.

Entire Agreement; Amendments

This Agreement, together with any exhibits or change orders signed by the parties, constitutes the entire agreement and understanding between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify by notice. Notice is effective upon personal delivery, confirmed email (where applicable), or three (3) days after mailing by certified mail.

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