Business Servicing Agreement

BUSINESS SERVICING AGREEMENT

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business operations, administrative and servicing functions, and possesses the necessary experience, personnel, and resources to perform such services for Client; and

WHEREAS, Client desires to retain Service Provider to perform certain servicing activities on the terms and conditions set forth in this Agreement, and Service Provider is willing to provide such services subject to the terms contained herein.

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

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The specific tasks, deliverables and performance milestones are set forth below and may be supplemented by written attachments signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimbursable expenses as set forth in this section. All amounts are stated in the agreed currency.

Invoices shall be submitted by Service Provider to Client in accordance with the payment schedule. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt.

Late payments shall accrue interest at a rate of % per month on the unpaid balance, or the maximum rate permitted by law, whichever is lower. In addition, Client shall reimburse Service Provider for reasonable collection costs and any pre-approved expenses.

TERM AND TERMINATION

This Agreement shall commence on (the "Effective Date") and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party no less than days prior to the desired termination date. Either party may terminate immediately for material breach if such breach is not cured within days after written notice of the breach.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by either party to the other party, whether oral, written, electronic or other form, 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. Confidential Information does not include information that: (a) is or becomes generally known to the public other than by breach of this Agreement; (b) is rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

Each party agrees to: (i) hold the other party's Confidential Information in strict confidence and take reasonable precautions to protect such Confidential Information; (ii) not disclose Confidential Information to any third party except to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (iii) use Confidential Information solely for the purpose of performing obligations under this Agreement. Upon termination or request, the receiving party shall return or destroy Confidential Information as directed by the disclosing party, except to the extent retention is required by law or reasonable archival backup.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) 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 conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous proposals, understandings, representations, warranties and agreements, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in connection with a sale of substantially all of its assets or equity. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices required by this Agreement shall be given in writing to the addresses set forth above or to such other address as the parties may designate in writing.

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