Business Services SSNV

BUSINESS SERVICES SSNV

Parties and Recitals

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

WHEREAS, Service Provider is engaged in the business of providing professional business services, including advisory, operational, and implementation services as described below; and

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

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

Scope of Work

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

Payment Terms

In consideration for the Services, Client shall pay Service Provider in accordance with the following fees and schedule.

All amounts are payable in United States dollars unless otherwise agreed in writing. Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance of the Services. Invoices are due within thirty (30) days of receipt unless otherwise agreed in writing. Overdue amounts shall accrue interest at the rate specified above and Service Provider may suspend performance for failure to pay undisputed amounts after ten (10) days' written notice.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay Service Provider for Services performed and expenses incurred through the effective date of termination. Upon termination, Service Provider shall deliver to Client any work product completed to the date of termination and Client shall promptly pay for all Services performed and irrevocable commitments made on Client's behalf.

Confidentiality

Each party (the "Receiving Party") may receive Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public information marked or otherwise identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, agents, or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent. Confidential Information does not include information that is (i) already known to the Receiving Party without obligation of confidentiality, (ii) becomes publicly available through no fault of the Receiving Party, (iii) is lawfully received from a third party without restriction, or (iv) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt written notice and cooperate with the Disclosing Party to seek confidential treatment or other protective relief.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against all claims, liabilities, losses, and expenses arising from the indemnifying party's willful misconduct, gross negligence, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the dispute is not resolved by negotiation within thirty (30) days, the parties may pursue any remedies available at law or in equity.

Miscellaneous Provisions

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

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the original intent.

Notices

All notices permitted or required under this Agreement shall be in writing and delivered to the parties at the addresses set forth above or to such other address as a party may designate by notice. Notices shall be deemed given upon personal delivery, one (1) business day after deposit with a nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail by certified mail, return receipt requested.

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