Business Services Wilscot

BUSINESS SERVICES AGREEMENT — WILSCOT

This Business Services Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between:

Client Name:     Client Address:

Service Provider Name:     Provider Address:

Recitals

WHEREAS, Client requires certain business services relating to exhibit, merchandising, installation and event support commonly provided under the Wilscot trade name (the "Services"); and

WHEREAS, Service Provider represents that it has the expertise, personnel, tools and authority to perform the Services and is willing to perform such Services pursuant to the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the terms governing the scope, compensation, confidentiality and other matters relating to the Services.

1. Scope of Work

Service Provider shall provide the Services described below. Specific deliverables, milestones and acceptance criteria shall be as set forth in this Section. Any modifications to the Scope of Work must be agreed in writing by both parties.

2. Payment Terms

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

Late payments shall incur interest calculated at % per month (or the maximum permitted by law, if lower), plus collection costs and reasonable attorney fees.

Client shall reimburse Service Provider for pre-approved, documented out-of-pocket expenses incurred in performance of the Services. Expense approval shall follow written authorization: Reimbursable Expenses Authorized: Yes

3. Term and Termination

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

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon providing written notice no fewer than days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) was rightfully known by the receiving party without restriction prior to disclosure, or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees, agents or subcontractors having a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) take reasonable measures to prevent unauthorized disclosure. These obligations shall survive termination of this Agreement for a period of months.

5. Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Ownership of pre-existing intellectual property of each party remains with that party. To the extent any work product is assignable and created specifically for Client under this Agreement, such work product shall be assigned to Client upon full payment; Service Provider shall retain the right to use general knowledge and skills acquired in providing the Services.

6. Indemnification; Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct, subject to applicable law. Except for claims based on indemnification, gross negligence, or willful misconduct, neither party's aggregate liability arising out of or related to this Agreement shall exceed the total amounts paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

7. Governing Law and Dispute Resolution

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 shall first attempt to resolve disputes through good faith negotiations. If unresolved, disputes shall be resolved by final and binding arbitration before a single arbitrator in a mutually agreed location, unless the parties agree otherwise in writing.

8. Miscellaneous

Assignment: Neither party shall assign this Agreement without the other party's prior written consent, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all its assets.

Notices: All notices required under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party designates in writing.

9. Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Execution

The parties, by their duly authorized representatives, have executed this Agreement as of the Effective Date set forth below.

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