Business Services TigerTough

BUSINESS SERVICES AGREEMENT — TIGERTOUGH

Parties and Effective Date

This Business Services Agreement (the Agreement) is entered into between:

Business Services: Business Services TigerTough

Effective Date:

Recitals

WHEREAS, Service Provider is engaged in the business of providing commercial consulting, operational improvement, and related business services under the trade name Business Services TigerTough; and

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

WHEREAS, the parties intend that this Agreement set forth the full and complete understanding regarding Services, Fees, confidentiality and ownership of deliverables.

Scope of Work

Service Provider will perform the services and deliver the deliverables described below (collectively, the Services). Services shall be performed in a professional manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider the fees set forth in this section in consideration for the performance of the Services. Unless otherwise agreed in writing, payments shall be made in U.S. dollars.

All fees are exclusive of taxes and reimbursable expenses. Reasonable out-of-pocket expenses incurred by Service Provider in connection with performance of the Services shall be invoiced to Client and paid in accordance with the invoice terms.

Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for convenience upon giving days' prior written notice to the other party. Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments reasonably incurred by Service Provider prior to termination.

Confidentiality

Each party (the Receiving Party) shall hold in confidence and not disclose or use any confidential information of the other party (the Disclosing Party) except as necessary to perform under this Agreement. Confidential information includes non-public business information and trade secrets disclosed in connection with the Services. Information that is or becomes generally available to the public other than by breach of this Agreement, independently developed by the Receiving Party, or rightfully obtained from a third party is not confidential.

The Receiving Party shall take reasonable measures to protect the Disclosing Party's confidential information, including implementing safeguards at least as protective as those the Receiving Party uses for its own confidential information, but in no event less than reasonable care.

Intellectual Property

Subject to Client's timely payment of all amounts due, Service Provider assigns to Client all rights, title and interest in and to the work product created specifically for Client under this Agreement and identified as deliverables. Service Provider retains ownership of its pre-existing materials, know-how, tools, methodologies and generic concepts. To the extent any Service Provider pre-existing materials are incorporated into deliverables, Service Provider grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use such incorporated pre-existing materials solely as part of the deliverables.

Liability and Indemnity

Limitation of Liability: Except for liability arising from breach of confidentiality, willful misconduct, or indemnification obligations, in no event shall either party be liable to the other for indirect, incidental, special, consequential, or punitive damages, and each party's aggregate liability for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Indemnity: Client shall indemnify, defend and hold harmless Service Provider and its officers and agents from and against any third-party claims arising from Client's use of the deliverables or Client's breach of representations or obligations under this Agreement. Service Provider shall indemnify Client for claims that the deliverables, as delivered, infringe a third party's intellectual property rights, provided Client promptly notifies Service Provider and cooperates in the defense.

Governing Law and Dispute Resolution

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 shall first attempt to resolve disputes through good-faith negotiations. If unresolved, the parties agree to submit disputes to binding arbitration administered in the agreed jurisdiction unless otherwise mutually agreed in writing.

Entire Agreement and Amendments

This Agreement, including any statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate in writing).

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