Business Services Urbia

BUSINESS SERVICES URBIA AGREEMENT

This Business Services Agreement ("Agreement") is entered into as of by and between Service Provider: and Client: .

WHEREAS

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform business services for the Client in the areas 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 Service Provider is willing to provide those services under the terms of this Agreement.

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

1. SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material changes to the scope shall be made only by written amendment signed by authorized representatives of both parties.

2. PAYMENT TERMS

Client shall pay all undisputed invoices within days of receipt. Overdue amounts shall accrue interest at a rate of per month (or the maximum rate permitted by law, if less). In addition to interest, Client shall be responsible for reasonable collection costs, including attorneys' fees.

Payments are exclusive of taxes. Client shall be responsible for all sales, use, VAT or other taxes imposed on the services, except taxes based on Service Provider's net income.

3. 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 written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

4. CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by a party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, customer lists, technical data, pricing and financial information, but does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the other party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates in any lawful effort to limit disclosure.

Each party agrees to use Confidential Information solely for performance of this Agreement and to restrict disclosure to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

5. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture or agency relationship between the parties. Service Provider is solely responsible for all payroll, benefits, taxes and other obligations related to its personnel.

6. REPRESENTATIONS AND WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has full power and authority to enter into this Agreement. Service Provider represents that it will perform services in a professional manner consistent with reasonable commercial standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, AND ALL IMPLIED WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above (or such other address as a party designates by notice). Notices are effective upon receipt.

8. 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 out of this Agreement.

9. ENTIRE AGREEMENT

This Agreement (including all schedules and attachments identified herein) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

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

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