Business Services Seabrook

Business Services Agreement — Business Services Seabrook

This Business Services Agreement (the Agreement) is made and entered into as of by and between the parties set forth below.

Parties

Individual    Corporation    LLC    Partnership    Other

Individual    Corporation    LLC    Partnership    Other

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services in connection with Seabrook operations and related activities described in this Agreement; and

WHEREAS, Service Provider represents that it has the professional skill, experience and personnel necessary to perform the services described below in a competent and workmanlike manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide such services to Client.

Scope of Work

Service Provider will perform the services described below (Services). The Services shall include, at a minimum, the tasks, deliverables and milestones set forth in the Scope of Work and any attachments incorporated into this Agreement. Service Provider shall perform the Services in accordance with industry standards and in compliance with all applicable laws.

Payment Terms

As full compensation for the Services, Client shall pay Provider the amounts and according to the schedule set forth below. Provider shall submit itemized invoices in accordance with this Agreement and Client shall pay undisputed amounts within the stated payment period.

Provider shall submit invoices to Client. Client agrees to pay undisputed invoices within days of receipt. Any undisputed amount not paid when due shall accrue interest at a rate of % per month (or the maximum rate permitted by law), calculated monthly.

All payments are exclusive of taxes. Client shall be responsible for any sales, use, or other transactional taxes imposed on the Services, unless Provider is required by law to collect such taxes, in which case such taxes will be invoiced to Client.

Term and Termination

This Agreement shall commence on the Start Date and shall continue until the End Date unless earlier terminated as provided herein.

Start Date:    End Date:

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 immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, Confidential Information means any non-public information disclosed by one party to the other 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 includes, without limitation, business plans, financial information, trade secrets, customer lists and technical data.

The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) not use Confidential Information for any purpose other than performance under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall continue for years following the termination or expiration of this Agreement, except with respect to trade secrets, for which the receiving party's obligations shall continue for so long as such information qualifies as a trade secret under applicable law.

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 consent to the exclusive jurisdiction and venue of the courts located in that State for any action arising from or related to this Agreement.

Limitation of Liability; Independent Contractor

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other under this Agreement for any consequential, incidental, special or punitive damages. The total liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture, or agency relationship between the parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given when delivered in person, sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

Entire Agreement; Amendments

This Agreement, together with any attachments or exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. This Agreement may be amended only by a written instrument signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall endeavor to replace the invalid or unenforceable provision with a valid and enforceable provision that most closely reflects the parties' original intent.

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