Business Services The Armory

BUSINESS SERVICES AGREEMENT — THE ARMORY

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

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform certain business services as set forth in this Agreement; and

WHEREAS, Service Provider has represented that it has the skills, experience, personnel, and resources necessary to perform the services described herein and agrees to provide such services under the terms and conditions of this Agreement; and

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

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Service Provider the total amount set forth below in consideration for the full performance of the services described in the Scope of Work.

Any payment not made within days of the invoice due date shall accrue interest at the rate of % per month, and Client shall be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

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

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

CONFIDENTIALITY

Each party (Receiving Party) shall keep confidential and shall not disclose to any third party any non-public information or materials disclosed by the other party (Disclosing Party) that are designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Receiving Party shall use Confidential Information only for the purposes of performing its obligations under this Agreement and shall protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of Receiving Party, (ii) was lawfully in Receiving Party's possession prior to receipt from Disclosing Party, (iii) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information, or (iv) is required to be disclosed by law or judicial order, provided that Receiving Party provides prompt written notice to Disclosing Party to allow Disclosing Party to seek protective relief.

INDEPENDENT CONTRACTOR; INSURANCE

Service Provider is an independent contractor and not an employee, agent, or legal representative of Client. Service Provider shall be responsible for withholding and all employment taxes for its personnel. Service Provider shall maintain insurance appropriate to the services rendered and shall provide proof of insurance upon Client's reasonable request.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or intentional breaches of Confidentiality, neither party shall be liable to the other for any indirect, special, incidental, or consequential damages, and the aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total fees paid to Service Provider under this Agreement during 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 conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under or in connection with this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral. No amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliated entity or in connection with a sale of all or substantially all of its assets or equity.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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