Business Services Solution

BUSINESS SERVICES SOLUTION AGREEMENT

This Business Services Solution Agreement (the Agreement) is entered into effective as of , (Effective Date) by and between:

WHEREAS

WHEREAS, Service Provider represents that it possesses the professional expertise, personnel, and technical resources necessary to provide the business services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform such services pursuant to the terms and conditions set forth herein, and Service Provider agrees to perform such services under those terms and conditions.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall provide the business services, deliverables, and performance obligations described below. The description constitutes the primary scope of work; any additional services will be subject to written amendment and applicable fees.

2. PAYMENT TERMS

Client shall pay Service Provider the fees and expenses described below in consideration for the performance of services. All fees are payable in United States dollars unless otherwise agreed in writing.

Unpaid amounts shall accrue late fees at % per month (or the maximum permitted by law, if lower) calculated from the due date until paid. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

3. TERM AND TERMINATION

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

Start Date:     End Date:

Termination for Material Breach: Either party may terminate this Agreement for the other party's material breach if the breaching party fails to cure the breach within days after receipt of written notice. Termination shall not prejudice remedies for breaches occurring prior to termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, electronic, or otherwise, 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.

Each recipient shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only for purposes of performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was rightfully in the recipient's possession prior to receipt from the disclosing party; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the recipient without use of or reference to the disclosing party's Confidential Information.

Remedies: The parties acknowledge that monetary damages may be inadequate to remedy a breach of this confidentiality provision and that injunctive or other equitable relief may be sought in addition to any other remedy at law or in equity. Confidentiality obligations shall survive termination of this Agreement for a period of years.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will not violate any applicable law or agreement of such party.

6. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or the unauthorized disclosure of Confidential Information, neither party shall be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits. The aggregate liability of either party arising out of or relating to this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement during the six (6) month period preceding the event giving rise to the claim.

7. ASSIGNMENT; AMENDMENT

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to a successor in interest in connection with a merger or sale of substantially all of its business assets. This Agreement may be amended only by a written instrument signed by both parties.

8. 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.

9. ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

10. MISCELLANEOUS

Notices must be given in writing and delivered by hand, certified mail (return receipt requested), or recognized overnight courier to the addresses set forth above, or to such other address as either party may specify in writing. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The headings in this Agreement are for convenience of reference only and shall not affect interpretation.

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