Business Services Westbrick

BUSINESS SERVICES AGREEMENT — WESTBRICK

Parties and Effective Date

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing business advisory, administrative and operational services and has represented that it possesses the necessary qualifications, skills and expertise to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform certain services for Client on the terms and conditions set forth herein, and Service Provider is willing to perform such services for Client; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services.

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The services to be provided by Service Provider (the "Services") are as follows:

Payment Terms

In consideration of the performance of the Services, Client shall pay Service Provider the fees and expenses set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Invoices are payable within days of invoice date. Late payments shall accrue interest at the rate of on the outstanding balance, or the maximum rate permitted by law, whichever is less. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in enforcing payment.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement. The obligations in this Section shall survive termination for a period of unless a longer period is required by law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables created under this Agreement solely for Client's internal business purposes. Service Provider retains ownership of its pre-existing proprietary materials, methodologies, know-how and tools. To the extent any deliverable incorporates Service Provider's pre-existing materials, Service Provider grants Client a perpetual, royalty-free license to use such pre-existing materials solely as incorporated in the deliverable.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against losses arising from third-party claims to the extent caused by the indemnifying party's breach of this Agreement or gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

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 disputes arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or schedules attached hereto, 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 written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth above or such other address as either party may designate by notice to the other.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect interpretation. The parties are independent contractors; nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between the parties.

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