Business Services Uline

BUSINESS SERVICES AGREEMENT — ULINE

Parties

Recitals

WHEREAS, Client is engaged in business operations that require professional business services, and desires to obtain such services from Service Provider on the terms and conditions set forth herein;

WHEREAS, Service Provider represents that it possesses the skills, personnel, and resources necessary to perform the services described in this Agreement and is willing to provide those services to Client under the terms set forth below;

WHEREAS, the parties desire to set forth their entire agreement respecting the engagement of Service Provider by Client effective as of (the "Effective Date").

Scope of Work

Service Provider shall provide business services to Client as set forth below. Services shall include tasks, deliverables, milestones, and any specific performance standards agreed by the parties. Service Provider will perform services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider for services rendered in accordance with the following payment terms. Unless otherwise agreed in writing, fees are exclusive of sales and other taxes, which shall be the responsibility of Client.

Invoices are payable within days from receipt. Past due amounts shall bear interest at a rate of (or the maximum lawful rate if lower). Client shall also reimburse reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for fifteen (15) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Recipient") acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party (the "Discloser"). Confidential Information includes, without limitation, business plans, customer lists, pricing, proprietary processes, and other non-public information disclosed in any form. The Recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information for any purpose other than performance under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes generally known to the public other than through breach of this Agreement, is independently developed by the Recipient without use of the Discloser's Confidential Information, or is rightfully received from a third party without restriction.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

Entire Agreement; Miscellaneous

This Agreement, including all schedules and attachments, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid provision shall be reformed to the extent necessary to make it enforceable.

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization provided the assignee assumes all obligations hereunder. The parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality obligations and that injunctive relief may be appropriate in addition to any other remedies available at law or in equity.

Representations and Warranties

Each party represents and warrants that it has the full corporate authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that it will perform services in a professional manner and in accordance with applicable law. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

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