Capitol Business Services Agreement

CAPITOL BUSINESS SERVICES AGREEMENT

This Capitol Business Services Agreement (the "Agreement") is entered into as of between Service Provider: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business support, administrative, and consulting services and has represented that it has the experience and capacity to provide the services described herein; and

WHEREAS, Client desires to retain Service Provider to perform the services under the terms and conditions set forth in this Agreement, and Service Provider agrees to perform such services for the compensation set forth below.

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

SCOPE OF WORK

Service Provider shall provide the services described above in a professional and workmanlike manner in accordance with industry standards. Any material changes to the scope of work shall be documented in a written amendment signed by authorized representatives of both parties.

PAYMENT TERMS

Invoices shall be submitted by Service Provider in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. Fees not paid when due shall accrue interest at or the maximum rate permitted by law, whichever is less.

Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with the performance of services. Reimbursable expenses shall be billed monthly and supported by receipts when requested.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination. Sections concerning payment, confidentiality, indemnification, limitation of liability, and governing law shall survive termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as authorized in writing; and (c) use Confidential Information solely to perform obligations under this Agreement.

The receiving party shall take reasonable precautions to protect Confidential Information and shall limit access to employees and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is publicly available through no breach of this Agreement, or independently developed without use of the disclosing party's Confidential Information.

Upon termination or upon request, the receiving party shall return or destroy Confidential Information and certify in writing such return or destruction. The obligations of confidentiality shall continue for years following termination.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement. The indemnifying party shall pay reasonable attorneys' fees and costs incurred by the indemnified party in connection with such claims.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING 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 conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

NOTICES

All notices 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 overnight courier to the notice addresses set forth above, or to such other address as a party may designate by written notice.

ENTIRE AGREEMENT

This Agreement, including all attachments and any written amendments executed by both parties, 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 oral or written.

No modification of this Agreement shall be effective 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 continue in full force and effect.

AUTHORITY

Each individual signing below represents and warrants that he or she is duly authorized to execute this Agreement on behalf of the party for which he or she signs and that this Agreement constitutes a valid and binding obligation of such party.

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