Business Services Towers

BUSINESS SERVICES TOWERS - GENERAL BUSINESS AGREEMENT

This General Business Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: Business Services Towers and Client Name: .

WHEREAS

WHEREAS, Service Provider maintains specialized business support services, technology infrastructure, and managed facilities collectively described as "Towers" and related service offerings; and

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

SCOPE OF WORK

Service Provider shall furnish all personnel, equipment, and materials necessary to perform the services described above in a professional and workmanlike manner in accordance with industry standards. Any change to the Scope of Work shall be in writing and signed by authorized representatives of both parties and may adjust fees and delivery schedules as set forth in a Change Order.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay Service Provider in accordance with the Payment Schedule. Invoices are due and payable within days of invoice. Late payments shall incur a late fee of on the unpaid balance, compounded monthly, plus any reasonable collection costs (including attorneys' fees).

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for convenience upon written notice delivered not less than days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Each party shall (i) use Confidential Information only as necessary to perform its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to employees, contractors or agents on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein; and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) is rightfully received from a third party without breach of any obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates in any lawful effort to limit disclosure.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, neither party shall be liable to the other for consequential, special, incidental, punitive, or exemplary damages, regardless of the form of action, whether in contract, tort or otherwise, even if advised of the possibility of such damages. The aggregate liability of either party for direct damages arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months immediately preceding the claim.

Client shall indemnify, defend and hold harmless Service Provider and its officers, directors and employees from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client's use of the services, or Client-provided materials.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute is not resolved within sixty (60) days, the parties agree to submit the dispute to binding arbitration before a single arbitrator in accordance with the arbitration rules mutually agreed upon by the parties, or if no agreement, then pursuant to arbitration rules selected by the initiating party.

ENTIRE AGREEMENT

This Agreement, including any exhibits, appendices and executed Change Orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all its assets.

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