Business Services WAYNEC

BUSINESS SERVICES WAYNEC

RECITALS

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

WHEREAS, Service Provider is engaged in the business of providing business services, consulting, and related deliverables and possesses the professional expertise and personnel necessary to perform the services described herein; and

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

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $ . Payment shall be made as set forth below.

Invoices shall be delivered to Client in accordance with the schedule above and are due within calendar days of the invoice date. Unpaid amounts shall accrue late fees at the rate of % per month (or the maximum permitted by law), calculated monthly.

Client shall be responsible for sales, use, and other taxes associated with the Services, excluding taxes based on Service Provider's net income.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will continue until .

Either party may terminate this Agreement for convenience upon providing 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 receiving written notice describing the breach.

Upon termination, Client shall pay Service Provider for all Services performed and reasonable costs incurred through the effective date of termination. Service Provider shall deliver all completed work and work in progress to Client within a reasonable period after termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by a 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.

The parties agree to maintain in confidence all Confidential Information and to use such information solely for the performance and enforcement of this Agreement. Each party shall protect 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.

Mutual confidentiality

One-way: Service Provider receives Confidential Information from Client

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach by the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party uses reasonable efforts to limit the disclosure and provide notice to the other party.

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 state and federal courts located in that State for all disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and representations, whether written or oral. No amendment to this Agreement is binding unless executed in writing by both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or personal delivery.

MISCELLANEOUS

Each party represents and warrants that it has the power and authority to enter into this Agreement. Neither party will assign its rights or obligations under 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 sale of substantially all of its assets.

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. The headings in this Agreement are for convenience only and do not affect interpretation.

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