Business Services TOMEDES

BUSINESS SERVICES AGREEMENT — TOMEDES

This Business Services Agreement ("Agreement") is made effective as of between:

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein, and Service Provider represents that it has the expertise, personnel and resources to perform such services in a professional manner; and

WHEREAS, the parties desire to establish the terms and conditions under which Service Provider will provide services to Client.

Scope of Work

Service Provider will perform the services described below. The parties acknowledge that the performance obligations are limited to the services expressly set forth in this section unless otherwise agreed in writing.

Payment Terms

In consideration for the services rendered by Service Provider, Client shall pay the fees set forth below in accordance with the schedule and conditions described.

Invoices are payable within days of receipt. Disputed charges must be submitted in writing within ten (10) days of invoice receipt and will not relieve Client of the obligation to pay undisputed amounts.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within thirty (30) days after receipt of written notice specifying the breach. Termination for convenience is permitted as set forth above. Upon termination, Client shall pay Service Provider for all services performed and reasonable expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is received from a third party without breach of any obligation of confidentiality; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided that the receiving party gives prompt written notice and reasonable cooperation to limit disclosure.

Each party will: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein.

The obligations in this section will survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets for which protection shall continue for as long as permitted under applicable law.

Representations and Warranties; Indemnification

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Except as expressly set forth in this Agreement, services are provided "AS IS" and Service Provider disclaims all other warranties.

Service Provider shall indemnify and hold Client harmless from third-party claims to the extent arising from Service Provider's gross negligence or willful misconduct in the performance of services. Client shall indemnify and hold Service Provider harmless from third-party claims to the extent arising from Client's use of deliverables in violation of this Agreement or applicable law.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, in no event will either party be liable for consequential, incidental, special, or punitive damages. Aggregate liability for claims arising out of this Agreement will not exceed the amounts actually paid by Client to Service Provider under this Agreement in the six (6) months immediately preceding the event giving rise to liability.

Governing Law; Dispute Resolution

This Agreement will be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties agree to attempt to resolve disputes in good faith through negotiation. If unresolved, disputes will be subject to binding arbitration conducted in the county of the governing state unless the parties agree otherwise in writing.

Entire Agreement; Amendment

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment will be effective unless in a writing signed by both parties.

Notices

All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth below by certified mail, overnight courier, or email with confirmation of receipt.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain 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 an affiliate or in connection with a merger or sale of substantially all of its assets.

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