Business Services United

Business Services United — General Business Services Agreement

This General Business Services Agreement (the Agreement) is entered into as of (Effective Date), by and between Service Provider: with a principal place of business at and Client: with a principal place of business at .

RECITALS

WHEREAS, Service Provider represents that it possesses the expertise, personnel and resources necessary to perform the business services described herein; and

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

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

1. SCOPE OF WORK

Service Provider will perform the business services described below in a professional and workmanlike manner in accordance with industry standards. Specific deliverables, milestones and acceptance criteria will be set forth in writing and agreed by the parties prior to commencement of each work assignment.

2. PAYMENT TERMS

Client shall pay Service Provider fees as set forth below. All amounts are payable in lawful currency and unless otherwise specified are exclusive of applicable taxes.

Late payment shall incur a late fee equal to of the overdue balance per month, calculated daily, or the maximum permitted by law, whichever is less. Client is responsible for all reasonable costs of collection, including attorneys' fees.

3. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until 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 for material breach if the breaching party fails to cure such breach within days after receipt of written notice describing the breach.

4. CONFIDENTIALITY

Each party (the Receiving Party) shall hold in confidence and shall not disclose to any third party any non-public, proprietary or confidential information of the other party (the Disclosing Party) disclosed in connection with 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 known to the Receiving Party prior to disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's confidential information.

The Receiving Party shall take reasonable measures to protect the confidentiality of the Disclosing Party's confidential information and shall only use such information for the performance of this Agreement. Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy confidential information as directed by the Disclosing Party.

5. WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that the services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

EXCEPT FOR DAMAGES ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

6. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing. Notices shall be deemed given when delivered personally, on the date sent by confirmed overnight courier, or three days after deposit in the United States mail, postage prepaid.

7. 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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising out of this Agreement.

8. ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by an authorized representative of each party.

9. SEVERABILITY; ASSIGNMENT

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

SIGNATURES

The individuals signing below represent and warrant that they are duly authorized to execute this Agreement on behalf of their respective parties.

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