Business Services SDN

BUSINESS SERVICES SDN — GENERAL BUSINESS AGREEMENT

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business advisory, operational support and related professional services and possesses the skill, staff and resources necessary to perform such services;

WHEREAS, Client desires to retain Service Provider to perform certain services on the terms and conditions set forth in this Agreement, and Service Provider is willing to provide such services to Client in accordance with those terms and conditions;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider will provide the services described below. The parties may attach an exhibit or written statement describing deliverables, milestones, and acceptance criteria. Any change in scope will be documented in a written change order signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the performance of the services. Fees are exclusive of applicable taxes unless otherwise stated.

All undisputed late payments shall accrue interest at the rate specified above from the date due until paid. Client will also reimburse Service Provider for reasonable collection costs, including attorneys' fees, for amounts not paid when due.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above following written notice. Either party may terminate for convenience upon the same notice provided any outstanding fees for services performed through the effective termination date shall become immediately due and payable.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business information, including pricing, business plans, technical data, trade secrets, and customer information. Confidential Information does not include information that is or becomes publicly known through no wrongful act of the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination or upon the disclosing party's request, the receiving party shall return or destroy Confidential Information and certify such destruction if requested. Remedies for breach include injunctive relief in addition to any other available remedies.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement will be governed by and construed in accordance with the laws of the jurisdiction indicated above, without regard to conflict of law principles. The parties will first attempt to resolve disputes in good faith through negotiation. If negotiation fails, disputes will be resolved by the courts of the chosen jurisdiction.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or annexes executed by the parties, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and negotiations, whether written or oral.

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of all or substantially all of its business assets.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or a party's breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and aggregate liability shall be limited to the total amount paid by Client to Service Provider under this Agreement in the preceding twelve months.

SIGNATURES

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