Business Services Tune Technic

Business Services Agreement — Tune Technic

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing technical maintenance, optimization, and related business services under the tradename Tune Technic; 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.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows. Effective Date:

Scope of Work

Service Provider will provide professional services to Client as described below. Services will be performed in a professional and workmanlike manner consistent with industry standards. The parties may amend the Scope of Work only by written change order signed by authorized representatives of both parties.

Payment Terms

Client shall pay Service Provider the fees set forth in this section in full and in accordance with the schedule below. All amounts are payable in lawful currency.

Invoices will be issued by Service Provider in accordance with the payment schedule. Payment is due within days of invoice date. Client is responsible for all applicable taxes, excluding taxes based on Service Provider's net income.

Any undisputed amounts not paid when due shall accrue interest at a rate of per month (or the maximum permitted by law, if less), plus collection costs and reasonable attorneys' fees.

Client shall reimburse Service Provider for pre-approved out-of-pocket expenses incurred in connection with performance of the services upon presentation of receipts and reasonable documentation. Estimated reimbursable amount (if any):

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, together with any reasonable wind-down costs as set forth in a final invoice.

Confidentiality

Each party (the "Receiving Party") will keep confidential all non-public information and materials disclosed by the other party (the "Disclosing Party") that are 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"). Confidential Information does not include information that is (a) already known to the Receiving Party without obligation of confidentiality, (b) publicly available through no fault of the Receiving Party, (c) rightfully received from a third party without an obligation of confidentiality, or (d) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party will not use Confidential Information for any purpose other than performing its obligations under this Agreement, and will not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement. These obligations survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secret under applicable law.

Independent Contractor; Indemnification

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, or agency relationship between the parties. Service Provider shall be responsible for all taxes and withholdings arising from amounts paid by Client.

Each party agrees to indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Governing Law; Dispute Resolution

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If the dispute is not resolved through negotiation within 30 days, the parties may pursue any remedies available at law or in equity in the courts located in the governing state.

Entire Agreement; Amendment

This Agreement, including any attachments or change orders signed by both 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 written or oral. No amendment or waiver of any provision of this Agreement will be effective unless in a writing signed by authorized representatives of both parties.

Severability; Notices

If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions will continue in full force and effect. All notices under this Agreement must be in writing and delivered to the addresses set forth in the Parties section above by hand delivery, certified mail, or nationally recognized overnight courier, and will be deemed given upon receipt.

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