Business Services Seabreeze

BUSINESS SERVICES AGREEMENT — SEABREEZE

Parties

Recitals

WHEREAS, Service Provider is in the business of providing professional business services and possesses expertise in advisory, operational, and implementation services relevant to the Client's operations; and

WHEREAS, Client desires to engage Service Provider to perform certain services for the benefit of Client, and Service Provider is willing to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the terms below govern their respective rights and obligations with respect to the services described herein effective as of the Effective Date: Effective Date:

Scope of Work

Service Provider shall perform the services described below (the "Services") in a professional and workmanlike manner in accordance with industry standards. Service Provider shall provide the Services in accordance with the schedule, deliverables, and milestones agreed between the parties.

Payment Terms

Client shall pay Service Provider for the Services in accordance with the fee schedule set forth below. All fees are payable in United States dollars unless the parties agree otherwise in writing.

Invoices shall be issued by Service Provider according to the Payment Schedule and are due within days of receipt, unless otherwise agreed in writing.

Late payments shall accrue interest at a rate of % per month (or the maximum lawful rate if lower), plus a minimum late fee of $. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach is not cured within days after written notice of breach.

Upon termination, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination, together with any non-cancellable obligations and reasonable wind-down costs.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated in writing as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that (a) is or becomes generally known through no improper act of the receiving party, (b) is lawfully received from a third party without breach of any obligation of confidentiality, or (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information only to perform its obligations under this Agreement, (ii) restrict disclosure to employees, agents or subcontractors with a need to know and subject to confidentiality obligations at least as protective as those in this Agreement, and (iii) take reasonable measures to protect the confidentiality of such information. Confidential obligations shall survive termination for a period of years, except with respect to trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and methodologies. Work product specifically created for Client under this Agreement will be owned by Client upon full payment of all amounts due, provided that Service Provider is granted a nonexclusive, royalty-free license to use residual knowledge and general skills retained in the minds of Service Provider personnel.

Representations; Warranties; Limitations

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement. SERVICE PROVIDER WARRANTS THAT SERVICES WILL BE PERFORMED IN A PROFESSIONAL MANNER. EXCEPT FOR THE FOREGOING, SERVICES ARE PROVIDED "AS IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES; EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments signed by the parties, 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, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information set forth below, by personal delivery, national overnight courier, or certified mail (return receipt requested), and shall be deemed given upon receipt.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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