Business Services Sirocco Avenue

BUSINESS SERVICES SIROCCO AVENUE

This Business Services Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client operates certain business activities located at or associated with Sirocco Avenue and requires professional services to support those activities; and

WHEREAS, Service Provider is engaged in the business of providing the services described in this Agreement and represents that it has the qualifications, experience, and ability to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide services to Client at or for Sirocco Avenue.

SCOPE OF WORK

Service Provider shall perform the services described below (the Services). The Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the fee schedule set forth below. All amounts are stated in U.S. dollars unless otherwise indicated.

All payments shall be made by check, wire transfer, or other method agreed in writing. Client shall be responsible for any reasonable costs of collection, including attorneys' fees, for unpaid amounts.

TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for convenience upon providing the other party the notice period specified above. Either party may terminate immediately upon material breach by the other party if such breach remains uncured for fourteen (14) days after written notice.

CONFIDENTIALITY

During the term of this Agreement and thereafter, each party shall maintain in confidence all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information does not include information that: (a) is or becomes generally known to the public other than by breach of this Agreement; (b) is received from a third party without breach of any obligation of confidentiality; or (c) is independently developed without use of Confidential Information.

Each receiving party shall use the Confidential Information solely for the performance of this Agreement and shall take reasonable measures to protect such Confidential Information from unauthorized disclosure. Disclosure required by law or court order is permitted provided the disclosing party gives prompt notice to the other party and reasonably cooperates with efforts to obtain confidential treatment.

INDEPENDENT CONTRACTOR; INSURANCE

Service Provider is, and will remain, an independent contractor in its relationship to Client. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Service Provider shall be responsible for all taxes and withholdings related to payments made under this Agreement.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that the Services will be provided in a professional and workmanlike manner consistent with prevailing industry standards. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, SERVICE PROVIDER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF SERVICE PROVIDER SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

NOTICES

Notices required or permitted under this Agreement shall be in writing and sent to the addresses provided above or to such other address as the receiving party designates in writing. Notice is effective upon delivery.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that monetary damages may be inadequate and agree that equitable relief, including injunctive relief, may be sought for any breach of confidentiality or other irreparable harm.

The parties expressly agree that Service Provider may engage subcontractors to perform portions of the Services provided that Service Provider remains responsible for performance in accordance with this Agreement.

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