Business Services Tuttle

BUSINESS SERVICES AGREEMENT — TUTTLE

This Business Services Agreement (the Agreement) is entered into as of by and between Service Provider Name: (referred to below as Service Provider) and Client Name: (referred to below as Client).

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business services, consulting, and related deliverables described herein; and

WHEREAS, Client desires to retain Service Provider to perform certain services for Client, and Service Provider is willing to perform such services on the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that this Agreement set forth the complete understanding between them with respect to the subject matter hereof.

SCOPE OF WORK

Deliverables and milestones, if any, shall be described in the Scope of Work above or in attachments signed by both parties. Service Provider shall use commercially reasonable efforts to meet any schedule set forth in this Agreement, subject to Client's timely provision of required information and approvals.

PAYMENT TERMS

Compensation: Client shall pay Service Provider a total fee of $ (the Fee) for the services described herein, unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid within days of the invoice due date shall accrue interest at the lesser of % per month or the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred to collect past-due amounts.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice 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 for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written, electronic, or other form, 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.

Obligations: Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to receipt; (iii) is rightfully received by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Duration: The confidentiality obligations set forth herein shall continue during the term of this Agreement and for a period of three (3) years following termination or expiration, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for resolution of disputes.

MISCELLANEOUS PROVISIONS

Entire Agreement: This Agreement, together with any attachments or statements of work 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, or representations, whether written or oral.

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be solely responsible for all taxes, withholdings, and other statutory obligations relating to its performance.

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the amounts actually paid to Service Provider by Client under this Agreement in the twelve (12) months preceding the claim.

ACKNOWLEDGMENT

Each party represents and warrants that it has the authority to enter into this Agreement and that the person signing below is authorized to bind the party to the terms of this Agreement.

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