Business Services Sensplex

BUSINESS SERVICES SENSIPLEX

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing operational, administrative and facility services for sports and recreation facilities, including the Sensplex facility (the "Services"); and

WHEREAS, Client desires to retain Service Provider to provide Services at the Sensplex facility and Service Provider is willing to provide such Services pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to reduce their agreement to writing and to set forth their respective rights and obligations as of the Effective Date below.

Effective Date:

Scope of Work

Service Provider shall perform the services described below at the Sensplex facility and such other duties as are reasonably necessary to accomplish the objectives set forth by Client. Service Provider will perform all work in a professional manner in accordance with industry standards.

Payment Terms

Client shall pay Service Provider for the Services in accordance with the following terms and schedule.

Payment is due within days of invoice unless otherwise agreed in writing. Invoices shall itemize Services rendered, dates of service, and any reimbursable expenses.

Late Fee: Past due amounts shall accrue interest at the lesser of % per month or the maximum rate permitted by law. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on the Start Date below and shall continue until the End Date below unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within 15 days after written notice of the breach. Termination shall not relieve Client of obligation to pay for Services performed prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including financial terms, business plans, technical information, pricing and customer lists. The receiving party shall (a) keep Confidential Information strictly confidential, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets which shall be protected for as long as they remain trade secrets under applicable law. The obligations in this Section shall not apply to information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was in the receiving party's possession prior to disclosure, or (iii) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to the disclosing party and cooperates in any effort to limit disclosure.

Indemnification & Insurance

Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors, employees and agents from and against any third-party claims arising out of the indemnifying party's negligence, willful misconduct or material breach of this Agreement. Service Provider shall maintain commercial general liability and professional liability insurance in amounts reasonable for the services provided and shall provide certificates of insurance upon request.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, including all appendices and written exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. No amendment shall be effective unless made in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except to a successor in connection with a merger, acquisition or sale of substantially all assets, provided the successor expressly assumes the assigning party's obligations under this Agreement.

Notices: All notices under this Agreement must 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 upon personal delivery, one business day after dispatch by overnight courier, or three business days after deposit in the mail if sent by certified mail, return receipt requested.

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