Business Services SC1.1

BUSINESS SERVICES SC1.1

Parties

Service Provider:

Provider Address:

Client Name:

Client Address:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services and possesses the skills, personnel and resources to perform the services described in this Agreement; and

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

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services shall include the tasks, deliverables and milestones set forth in this section and any attachments executed by both parties. Service Provider shall perform Services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration of the timely and satisfactory performance of the Services, Client shall pay Service Provider in accordance with the terms below.

Any amount not paid within days after the due date shall accrue interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees for delinquent payments.

All fees are exclusive of taxes. Client shall be responsible for any applicable sales, use, value-added, withholding or other taxes (except taxes based on Service Provider's net income).

Term and Termination

This Agreement commences on the Effective Date and, unless earlier terminated in accordance with this Agreement, will continue until the Completion Date set forth below or until all obligations have been satisfied.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination.

Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 10 days after receipt of written notice specifying the breach, provided that breaches of confidentiality shall be subject to the notice and cure provisions set forth in the Confidentiality section.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all non-public, confidential or proprietary information disclosed by the other party (the "Disclosing Party") and shall not use or disclose such information except as necessary to perform its obligations under this Agreement. Confidential information does not include information that: (a) is or becomes generally known to the public other than as a result of a breach by the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's confidential information; or (d) is required to be disclosed by law or valid legal process, provided the Receiving Party gives prompt written notice and cooperates with reasonable efforts to limit disclosure.

The Receiving Party shall use at least the same degree of care to protect the Disclosing Party's confidential information as it uses to protect its own confidential information, but in no event less than reasonable care.

Liability and Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, damages, losses and expenses arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for indemnification obligations and liability for willful misconduct or gross negligence, neither party's aggregate liability for claims arising under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the six (6) month period preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided in the Parties section or to such other address as a party may designate by written notice. Notices shall be deemed given when delivered in person, the next business day after being sent by overnight courier, or three business days after being mailed by certified mail, return receipt requested.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflict of laws principles.

Entire Agreement; Amendments

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Acknowledgement

Each party represents and warrants that it has the power and authority to enter into this Agreement, that the individual signing below is authorized to bind such party, and that this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

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