Business Services Southwest

Business Services Agreement — Business Services Southwest

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

WHEREAS

WHEREAS, Provider is engaged in the business of providing consulting, administrative and operational business services and possesses the experience, personnel and resources necessary to perform such services; and

WHEREAS, Client desires to retain Provider to perform the services described in this Agreement and Provider desires to perform such services for Client on the terms and conditions set forth herein.

Parties and Contact Information

Scope of Work

Provider will perform the services described below (collectively, the "Services"). Provider shall exercise commercially reasonable efforts to perform the Services in a professional manner consistent with industry standards.

Payment Terms

Client shall pay Provider the fees set forth below in United States dollars in consideration for the Services. Fees are exclusive of taxes unless otherwise stated.

All undisputed invoices not paid when due shall accrue interest at the rate set forth above and Client shall be responsible for Provider's reasonable collection costs, including attorneys' fees and court costs.

Term and Termination

The term of this Agreement shall commence on Start Date: and 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 delivered at least days prior to the intended termination date. Either party may terminate for material breach if such breach remains uncured thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver to Client all work in progress and Client shall pay Provider for Services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means 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 its nature. Each party agrees: (i) to hold Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information no less than those taken to protect its own confidential information; (ii) not to use Confidential Information for any purpose other than performing its obligations under this Agreement; and (iii) not to disclose Confidential Information to any third party except to employees, subcontractors or advisors who have a need to know and are bound by obligations of confidentiality at least as protective as those set forth herein.

Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without reference to Confidential Information. The obligations of confidentiality shall survive for following termination of this Agreement.

Representations; Warranties; Liability

Each party represents that it has the authority to enter into this Agreement. Provider represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

Entire Agreement; Amendment

This Agreement 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. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to a successor in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing. Notices shall be effective upon personal delivery, three (3) days after deposit in the U.S. mail, postage prepaid, or one (1) day after deposit with a nationally recognized overnight courier.

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