Business Services WSA

BUSINESS SERVICES WSA

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

RECITALS

WHEREAS, Client desires to obtain certain professional business services related to its operations and business objectives; and

WHEREAS, Service Provider represents that it has the experience, personnel, skills and capacity to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the scope of work, payment, term and other material matters in this Agreement.

SCOPE OF WORK

Service Provider shall perform services and deliverables as set forth below. The parties agree that the services shall be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimbursements set forth below in consideration for the Services. All fees are exclusive of taxes unless otherwise stated.

Invoices shall be submitted by Service Provider to Client and are payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at % per month (or the maximum rate permitted by law), commencing after a grace period of days.

Client shall reimburse reasonable, preapproved out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services. Reimbursable expenses must be supported by receipts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate this Agreement immediately for material breach by the other party that remains uncured for thirty (30) days following receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver to Client all work product and invoices for fees and reimbursable expenses incurred through the effective date of termination. Payment for undisputed fees and expenses shall survive termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either 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, including business plans, financial information, customer lists and technical data, but excluding information that (a) is or becomes generally known to the public other than by breach of this Agreement, (b) was known to the receiving party prior to disclosure, (c) is received from a third party without breach of obligation of confidentiality, or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information only to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than this Agreement.

The obligations of confidentiality shall continue for years following termination or expiration of this Agreement, unless a longer period is required by applicable law.

INDEPENDENT CONTRACTOR; ASSIGNMENT

Service Provider is an independent contractor and not an employee, agent or partner of Client. Nothing in this Agreement creates any joint venture, partnership or fiduciary relationship between the parties. Service Provider shall be solely responsible for payment of its taxes and benefits.

Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or transfer of control of the assigning party.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities or losses arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for liability resulting from a party's gross negligence or willful misconduct, in no event shall either party be liable for incidental, consequential, special or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law rules. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located within that State.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation. Notices required under this Agreement shall be in writing and delivered to the addresses set forth above.

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