Business Services WATERAM

BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES WATERAM

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

Parties and Contact Information

Entity type — Service Provider: Individual Corporation LLC Other:

Entity type — Client: Individual Corporation LLC Other:

Recitals

WHEREAS, Service Provider possesses expertise and resources to provide business services described herein; and

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

WHEREAS, the parties intend for this Agreement to memorialize their respective rights and obligations with respect to the services identified below.

Scope of Work

Service Provider shall perform the services described below (Scope of Work). Service Provider shall deliver services in a commercially reasonable manner and in accordance with industry standards.

Payment Terms

Client shall pay Service Provider the fees described herein. All payments are due in United States dollars unless otherwise agreed in writing.

Invoices shall be submitted to Client and are payable within days of receipt, unless otherwise stated. Late payments shall accrue interest at or the maximum permitted by law, whichever is less.

Term and Termination

The term of this Agreement begins on and ends on unless earlier terminated in accordance with this Agreement.

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 such breach remains uncured for thirty (30) days after written notice of breach.

Upon termination, Client shall pay Service Provider for all services performed and approved expenses incurred through the effective date of termination. The provisions of this Agreement that by their nature survive termination shall remain in effect.

Confidentiality

"Confidential Information" means all non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information of the other in strict confidence; (b) use Confidential Information only to perform obligations under this Agreement; and (c) restrict disclosure to employees, agents or subcontractors on a need-to-know basis and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) was known to the receiving party prior to disclosure; (ii) becomes publicly available other than by breach of this Agreement; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. Each party shall use at least reasonable care to protect Confidential Information.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider retains ownership of all preexisting intellectual property and tools, and Client will receive a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes. To the extent Service Provider creates custom work-for-hire deliverables and receives full payment, ownership shall vest in Client as explicitly stated in a written deliverable addendum.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's gross negligence or willful misconduct. Except for claims arising from a party's breach of confidentiality or indemnification obligations, neither party's aggregate liability shall exceed the total fees paid under this Agreement in the preceding twelve (12) months.

Notices

All notices required or permitted shall be in writing and delivered to the addresses below by personal delivery, certified mail, or overnight courier, and shall be effective upon receipt.

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. Exclusive venue for disputes shall lie in the state or federal courts located in that state unless the parties agree otherwise in writing.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior understandings and agreements. Any amendment or modification must be in writing signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets. If any provision is held unenforceable, the remainder of the Agreement shall remain in effect. The parties are independent contractors; nothing herein creates an employer-employee, agency, joint venture or partnership relationship.

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