Business Services Wakeforest

BUSINESS SERVICES AGREEMENT — WAKEFOREST

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

Recitals

WHEREAS, Client desires to obtain certain business services in or around Wakeforest, including but not limited to business consulting, administrative support, marketing coordination, and project management; and

WHEREAS, Service Provider represents that it has the experience, qualifications, and personnel necessary to provide the services described in this Agreement and is willing to provide such services to Client on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services and provide the deliverables described below (collectively, the "Services"). Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

Client shall pay Service Provider for the Services in accordance with the following terms.

All fees are exclusive of taxes, and Client shall be responsible for any applicable sales, use, excise or other taxes arising in connection with this Agreement, except for taxes based on Service Provider's net income. Service Provider shall submit invoices in reasonable detail and Client shall pay undisputed amounts within the time specified above.

3. Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Section, continues until .

Either party may terminate this Agreement for any reason upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within 30 days after written notice specifying the breach.

4. Confidentiality

"Confidential Information" means any non-public information disclosed by a party in connection with this Agreement that is designated confidential or that reasonably should be understood to be confidential. Each receiving party shall: (a) use Confidential Information only 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 employees, affiliates, contractors, or advisors who need access to perform the Services and who are bound by confidentiality obligations at least as protective as those herein.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, provided that trade secrets and attorney-client communications remain protected for as long as required by applicable law.

5. Intellectual Property and Deliverables

Unless otherwise agreed in writing, Client shall own all deliverables specifically prepared for Client and paid for in full under this Agreement. Service Provider retains ownership of its pre-existing materials, tools, methodologies, software, and know-how. To the extent Service Provider incorporates pre-existing materials into deliverables, Service Provider grants Client a perpetual, non-exclusive, worldwide license to use such materials as embodied in the deliverables.

6. Independent Contractor; Personnel

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship. Service Provider shall be solely responsible for the payment of wages, benefits, taxes and insurance for its personnel.

7. Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from claims, liabilities, losses, damages and expenses arising from the indemnifying party's gross negligence or willful misconduct in performance of this Agreement. EXCEPT FOR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OR DAMAGES ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY'S AGGREGATE LIABILITY SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8. Insurance

Service Provider shall maintain insurance coverage appropriate to its activities and obligations hereunder, including commercial general liability and, where applicable, professional liability insurance. Upon request, Service Provider shall furnish certificates of insurance evidencing such coverage.

9. Notices

Notices required under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party designates by notice. Notices are effective upon delivery if delivered personally, by nationally recognized overnight courier, or by certified mail return receipt requested.

10. Governing Law

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

11. Entire Agreement; Amendment

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

12. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or successor in interest. Headings are for convenience only and do not affect interpretation.

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