Business Services T-2

BUSINESS SERVICES T-2

This Business Services Agreement (the "Agreement") is made effective as of between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires certain business services in connection with its operations and desires to engage Service Provider to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services described herein and agrees to provide such services in a professional and workmanlike manner consistent with industry standards.

WHEREAS, the parties desire to set forth the scope, deliverables, payment terms, confidentiality obligations, and other material provisions governing their relationship.

SCOPE OF WORK

Service Provider shall provide the services and deliverables described above (collectively, "Services"). All Services shall be performed by personnel with appropriate experience and qualifications. Any material change in the scope will require written approval and an executed amendment to this Agreement.

PAYMENT TERMS

Service Provider shall submit invoices in accordance with the Payment Schedule. Unless otherwise agreed in writing, invoices are net days from receipt. Client shall pay undisputed amounts within the foregoing period.

Overdue amounts shall accrue interest at percent per month (or the maximum permitted by law, if lower) from the due date until paid. Client shall be responsible for reasonable collection costs, including attorneys' fees.

All fees are exclusive of taxes. Client is responsible for any sales, use, value-added, or other transaction taxes imposed by governmental authorities, excluding taxes based on Service Provider's net income.

TERM AND TERMINATION

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

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. In the event of termination without cause, Client shall pay Service Provider for Services performed and expenses incurred through the effective date of termination.

Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination for cause shall be in addition to any other remedies available at law or in equity.

CONFIDENTIALITY

"Confidential Information" means any nonpublic information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that, given the nature of the information or circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, financial data, technical information, trade secrets, customer lists, and pricing.

The Receiving Party shall (a) protect Confidential Information using at least the same degree of care it uses to protect its own Confidential Information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) use Confidential Information only to perform its obligations under this Agreement. Confidential Information shall not include information that is or becomes public through no fault of the Receiving Party, was known by the Receiving Party prior to disclosure, or was received from a third party without breach of an obligation of confidentiality.

Upon termination or written request, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party and certify in writing that it has done so, except that Receiving Party may retain one archival copy as required for compliance with internal recordkeeping policies or legal obligations.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct in the performance of its obligations under this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability for any claim arising out of or related to this Agreement shall exceed the total amounts paid or payable by Client to Service Provider under this Agreement in the twelve (12) 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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the selected state for disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments hereto, 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. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

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