Business Services Trulite

BUSINESS SERVICES TRULITE

RECITALS

This Business Services Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between:

Client Name:    Client Address:

Service Provider Name:    Service Provider Address:

WHEREAS, Service Provider is engaged in the business of providing business operations, consulting, and related services, and has represented the ability and expertise to provide the services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

The Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones, acceptance criteria, and any subcontracting arrangements shall be as set forth in the Scope of Services and any attachments incorporated into this Agreement.

PAYMENT TERMS

Unpaid amounts shall accrue interest at a rate of on any overdue balance, or the maximum rate permitted by applicable law, whichever is less. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment.

All fees are exclusive of taxes. Client is responsible for any sales, use, excise or other taxes (excluding taxes based on Service Provider's net income) arising from this Agreement unless Client provides a valid exemption certificate.

TERM AND TERMINATION

Term Start Date:    Term End Date:

This Agreement shall commence on the Term Start Date and continue until the Term End Date unless earlier terminated in accordance with this Section. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice of the breach.

Upon termination, Service Provider shall be entitled to payment for all services performed and reimbursable expenses incurred through the effective date of termination. Sections relating to Confidentiality, Indemnification, Limitation of Liability, Governing Law and Payment shall survive termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by either party to the other party, whether in writing, orally, or by inspection of tangible objects, 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 includes, without limitation, business plans, customer lists, pricing, trade secrets, technical data, and any Work Product.

Each party agrees (i) to hold Confidential Information of the other party in strict confidence, (ii) not to disclose such Confidential Information to any third party except as permitted by this Agreement, and (iii) to use Confidential Information solely to perform its obligations under this Agreement. The obligations set forth in this Section shall continue for years following termination or expiration of this Agreement.

Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of the receiving party, (b) was rightfully known by the receiving party prior to disclosure, (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (d) is rightfully obtained from a third party without breach of any obligation of confidentiality.

ADDITIONAL TERMS

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee or agency relationship between the parties.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with the performance of this Agreement.

Limitation of Liability: Except for liability arising from a party's willful misconduct, gross negligence, or material breach of confidentiality or indemnification obligations, neither party shall be liable for indirect, incidental, special, punitive or consequential damages, and each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement in 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 conflict of laws principles. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the same state.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and attachments expressly incorporated 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 communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

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

Counterparts and Electronic Signatures: This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date set forth below.

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