Business Services Warinporn

BUSINESS SERVICES WARINPORN AGREEMENT

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: , with principal address (hereinafter "Client"), and Service Provider Name: , with principal address (hereinafter "Service Provider"). Client and Service Provider are each a Party and collectively the Parties.

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain business services related to Client's operations, and Service Provider has the expertise, personnel and resources necessary to perform such services on the terms and conditions set forth herein;

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the delivery, payment and confidentiality of the Services to be provided under this Agreement.

SCOPE OF WORK

Service Provider shall perform the Services described above in a professional and workmanlike manner consistent with industry standards. Service Provider will assign qualified personnel and will comply with Client's reasonable policies and procedures provided in advance when such policies do not conflict with Service Provider's obligations under this Agreement.

PAYMENT TERMS

Service Provider shall submit invoices in accordance with the Payment Schedule. Unless otherwise specified, Client shall pay undisputed invoices within the number of days specified above from the invoice date. Late payments shall accrue interest at the rate described below.

If any payment is not made when due, Client shall pay interest on the overdue amount at the rate specified above, compounded monthly, and shall reimburse reasonable costs of collection, including attorneys' fees, to the extent permitted by applicable law.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon providing the other Party with the number of days' prior written notice set forth above. Either Party may terminate immediately for material breach by the other Party if such breach is not cured within thirty (30) days after written notice of the breach. Termination shall not relieve Client of its obligation to pay for Services performed and reimbursable expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by a Party (Disclosing Party) to the other Party (Receiving Party) 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. Confidential Information includes, without limitation, business plans, pricing, customer lists, technical data, and trade secrets.

The Receiving Party shall: (a) maintain the confidentiality of the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information shall not include information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) is rightfully received from a third party without obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates in any lawful effort to limit the disclosure.

The Parties acknowledge that breach of this Section would cause irreparable harm for which monetary damages may be insufficient, and the Disclosing Party shall be entitled to equitable relief in addition to any other remedies available at law or in equity.

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 rules. The Parties submit to the exclusive jurisdiction of the state and federal courts located within such State for any disputes arising out of or relating to this Agreement.

MISCELLANEOUS

Assignment: Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided the assignee agrees in writing to assume the assigning Party's obligations.

Indemnification: Each Party shall indemnify, defend and hold harmless the other Party from liabilities, damages and reasonable costs (including attorneys' fees) arising out of the indemnifying Party's gross negligence or willful misconduct in connection with performance of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments or statements of work incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.

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