Business Services SC REDBROOK

BUSINESS SERVICES AGREEMENT — REDBROOK

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, project management, and operational support, and represents that it has the experience, personnel and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth their entire agreement with respect to the subject matter herein.

PARTY CONTACT INFORMATION

SCOPE OF WORK

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

PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider the compensation and in the manner set forth below.

All payments are due in accordance with the Payment Schedule. Unless otherwise agreed in writing, invoices not paid within thirty (30) days shall accrue the Late Payment Fee specified above and interest at the maximum rate permitted by applicable law. Client shall be responsible for any reasonable costs of collection, including attorneys' fees.

INVOICING; EXPENSES

Service Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay all undisputed portions of each invoice within the time period specified in the Payment Schedule. Reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with performance of the Services shall be reimbursed by Client upon presentation of receipts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate for material breach if the breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification, payment of accrued fees, and governing law shall survive termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by either party in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of Confidential Information.

The receiving party shall hold Confidential Information in strict confidence, shall use it only to perform its obligations under this Agreement, and shall not disclose it to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. The receiving party may disclose Confidential Information to the extent required by law or valid legal process provided it gives the disclosing party prompt written notice and cooperates in any lawful effort to limit or oppose such disclosure.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct. EXCEPT FOR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR OWED BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina without regard to its conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the parties cannot resolve a dispute by negotiation within a reasonable period, either party may pursue any remedy available at law or in equity in the courts located in South Carolina.

MISCELLANEOUS

Relationship of the Parties: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, joint venture, partnership or agency relationship between the parties.

Assignment: Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in interest without Client consent.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or addenda expressly incorporated herein in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

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