Business Services Yanga

BUSINESS SERVICES YANGA - BUSINESS SERVICES AGREEMENT

This Business Services Agreement ("Agreement") is made and entered into as of this day of , (the "Effective Date"), by and between:

Service Provider: , with principal place of business at ;

Client: , with principal place of business at .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, operational support, and advisory services;

WHEREAS, Client desires to retain Service Provider to provide certain services as set forth herein, and Service Provider agrees to provide such services under the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Any material changes to the scope shall be documented in a written change order signed by both parties and shall specify adjustments to fees and schedule.

PAYMENT TERMS

Any amounts not paid when due shall accrue interest at a rate of or the maximum rate permitted by law, whichever is less. Client shall also be responsible for all reasonable collection costs, including attorneys' fees, incurred by Service Provider to collect past due amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for cause upon material breach by the other party if the breach is not cured within the notice period set forth above. Service Provider may suspend performance if Client fails to pay undisputed invoices when due.

Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the effective termination date. Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any nonpublic information disclosed by either party to the other that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. The receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Notwithstanding the foregoing, Confidential Information shall not include information that (i) is or becomes publicly available through no breach of this Agreement, (ii) was lawfully in the receiving party's possession without restriction prior to receipt from the disclosing party, or (iii) is independently developed without use of or reference to the disclosing party's Confidential Information. The obligations set forth in this Section shall survive termination of this Agreement for the period specified above.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in such jurisdiction for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

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