Business Services Sea Fox

BUSINESS SERVICES AGREEMENT — SEA FOX

This Business Services Agreement ("Agreement") is made effective as of by and between Service Provider: (hereafter "Service Provider") and Client Name: (hereafter "Client"). The Service Provider and Client each may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Service Provider provides business consulting, operational support, technical assistance and related professional services under the trade name "Sea Fox" and possesses the expertise, personnel, and resources necessary to provide the services described below; and

WHEREAS, Client desires to engage Service Provider to perform certain services for Client and Service Provider agrees to perform those services under the terms and conditions set forth in this Agreement.

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

1. SCOPE OF WORK

Service Provider shall provide the services set forth in the Description of Services and shall perform such services in a professional and workmanlike manner consistent with industry standards. Any material changes to the Scope of Work shall be documented in a written amendment executed by both Parties.

2. PAYMENT TERMS

Compensation: Client shall pay Service Provider a total fee of (USD) for the services described in Section 1, unless otherwise agreed in a written amendment.

Invoicing and Due Date: Service Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise specified, Client shall pay each undisputed invoice within calendar days of receipt.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of % per month (or the maximum rate permitted by law, if lower), plus all costs of collection, including reasonable attorneys' fees.

3. TERM AND TERMINATION

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

Termination Without Cause: Either Party may terminate this Agreement for any reason upon delivering written notice to the other Party at least days prior to the effective date of termination.

Termination For Cause: Either Party may terminate this Agreement for material breach if the other Party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and unreimbursed expenses incurred through the effective date of termination. Service Provider shall deliver to Client all work product completed as of the termination date and reasonable cooperation to transition services, subject to payment of outstanding amounts.

4. CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one Party to the other, whether marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation business plans, financial information, trade secrets, technical data, customer information and pricing.

Obligations: The receiving Party shall (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

Exceptions: Confidential Information shall not include information that (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving Party gives prompt written notice to the disclosing Party and reasonably assists in any effort to limit disclosure.

Duration: The obligations of confidentiality under this Section shall survive termination of this Agreement for a period of months, except with respect to trade secrets, for which the obligations shall survive for as long as the information qualifies as a trade secret under applicable law.

5. INTELLECTUAL PROPERTY AND WORK PRODUCT

Ownership: Unless otherwise agreed in writing, Service Provider retains ownership of all methodologies, processes and pre-existing intellectual property used in performing the services. Client shall own all deliverables and work product prepared specifically for Client under this Agreement upon payment in full for such deliverables, subject to Service Provider's ownership of pre-existing materials and tools incorporated therein.

6. REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

Each Party represents and warrants that it has the authority to enter into this Agreement. Service Provider warrants that it will perform services in a professional manner consistent with industry standards. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

8. ENTIRE AGREEMENT

This Agreement, together with any exhibits and written amendments signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No modification of this Agreement shall be effective unless in writing and signed by both Parties.

9. MISCELLANEOUS

Assignment: Neither Party may assign or delegate 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 substantially all of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the address provided below or to such other address as a Party may designate by notice to the other.

NOTICES / CONTACT INFORMATION

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