Business Services SM

BUSINESS SERVICES SM

This Business Services Agreement ("Agreement") is entered into as of by and between Service Provider Name: with a principal place of business at and Client Name: with a principal place of business at .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services and possesses the skills, experience and qualifications to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to define the scope, compensation, confidentiality obligations, and remedies available to the parties.

1. SCOPE OF WORK

Service Provider will perform the services and deliverables described below. The services will be performed in a professional and workmanlike manner consistent with industry standards. Any material changes to the scope will be documented and signed by both parties as an amendment to this Agreement.

2. PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services rendered. Fees are exclusive of taxes unless otherwise stated.

Late payments will accrue interest at the lesser of (i) per month or (ii) the maximum rate permitted by applicable law, plus Service Provider's reasonable collection costs. In addition, Client will pay a late fee of for any invoice unpaid more than days after the invoice date.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches a material obligation and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party 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 excludes information that (a) is or becomes generally available to the public through no wrongful act of the receiving party; (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement; and (iii) employ reasonable measures to protect the confidentiality of such information. The receiving party may disclose Confidential Information to the extent required by law, provided it gives prompt written notice to the disclosing party and cooperates in any effort to obtain confidential treatment or a protective order.

Breach of this Section will cause irreparable harm for which monetary damages may be inadequate; the disclosing party is therefore entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

5. INDEPENDENT CONTRACTOR; INSURANCE

Service Provider is an independent contractor and shall be solely responsible for all taxes, withholdings, and other statutory, regulatory or contractual obligations of any sort. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. Service Provider will maintain insurance customary for its industry and appropriate to the services provided.

6. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages, even if advised of the possibility of such damages. The aggregate liability of either party arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the six (6) months immediately preceding the claim.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by an authorized representative of each party.

9. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the obligations of the assigning party. Notices required under this Agreement shall be sent to the addresses set forth above unless a different address is provided in writing.

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