Business Services The Cranfather

Business Services Agreement — The Cranfather

THIS BUSINESS SERVICES AGREEMENT (the Agreement) is entered into as of (Effective Date) by and between Service Provider: , with principal address , and Client: , with principal address .

WHEREAS

WHEREAS, Service Provider operates a business offering consulting and operational services under the trade name "The Cranfather" and possesses the skill, experience and personnel necessary to perform the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain business services for Client on the terms and conditions set forth in this Agreement, and Service Provider is willing to provide such services.

Scope of Work

Service Provider shall perform the services described below (Services). The Services shall include the tasks and deliverables set forth in the description below and any attachments referenced by mutual written agreement.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. All fees are payable in United States currency unless otherwise agreed in writing.

Lump sum upon execution Monthly installments Milestone-based payments

Invoices shall be submitted by Service Provider and are due within days of receipt by Client. Late payments shall accrue interest at a rate of % per month (or the maximum allowed by law, if lower). Client shall also be responsible for any reasonable collection costs, including attorneys' fees.

Term and Termination

The term of this Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services rendered and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means nonpublic business, technical and financial information disclosed by one party to the other 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. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was known to the receiving party prior to disclosure without obligation of confidentiality; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information but not less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, agents or subcontractors who need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. The obligations in this Section shall survive termination of this Agreement for a period of years.

Relationship of the Parties; Assignment

Service Provider is an independent contractor and is not an employee, partner or agent of Client. Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or to a successor by merger or operation of law.

Indemnification

Each party (the Indemnifying Party) shall indemnify, defend and hold harmless the other party (the Indemnified Party) from and against any third-party claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, negligence, willful misconduct, or infringement of a third party's intellectual property rights in performing the Services.

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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of this Agreement.

Entire Agreement; Amendment

This Agreement, together with any attachments or statements of work executed by the parties, 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 oral or written. Any amendment or modification of this Agreement must be in writing and signed by both parties.

Severability; Waiver

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach unless made in writing and signed by the waiving party.

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