Outriggers Business Services Agreement

OUTRIGGERS BUSINESS SERVICES AGREEMENT

This Business Services Agreement (the "Agreement") is made effective as of by and between Service Provider Name: with a principal business address at

and Client Name: with a principal business address at

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business advisory, operations optimization and marketing services and possesses the skills, personnel and resources necessary to perform such services;

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

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

1. Scope of Work

Service Provider shall perform the services described below (the "Services"). Service Provider will furnish qualified personnel, materials and equipment as required to perform the Services in a professional and workmanlike manner in accordance with industry standards.

2. Payment Terms

Client shall pay Service Provider the fees described below for the Services. All fees are due in United States Dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law. Client shall also be responsible for any collection costs and reasonable attorneys' fees incurred by Service Provider in collecting overdue amounts.

Service Provider will be reimbursed for reasonable out-of-pocket expenses incurred in connection with performance of the Services in accordance with Client's reimbursement policies and subject to prior approval where required.

3. Term and Termination

The term of this Agreement shall commence on the Start Date: and continue until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days following written notice of such breach, or immediately for insolvency, bankruptcy or assignment for the benefit of creditors.

Upon termination for any reason, Client shall pay Service Provider for all Services performed and documented expenses incurred through the effective date of termination. Sections relating to Confidentiality, Indemnification, Limitation of Liability and Governing Law shall survive termination.

This Agreement shall automatically renew for successive periods of the same duration unless either party gives written notice of non-renewal at least days prior to the end of the then-current term.

4. Confidentiality

"Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party"), whether disclosed orally, in writing, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall (i) 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; (ii) use Confidential Information solely for the performance of this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents or permitted subcontractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

Confidential Information shall not include information that: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party; (c) is rightfully received by the Receiving Party from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

Upon termination or upon request of the Disclosing Party, the Receiving Party shall promptly return or destroy all materials containing Confidential Information and certify in writing that it has done so. The obligations of confidentiality shall survive for a period of years following termination of this Agreement, except that trade secrets shall remain protected as required by law.

5. Indemnification & Liability

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct or breach of this Agreement.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

6. Independent Contractor

Service Provider is an independent contractor and not an employee, partner or joint venturer of Client. Service Provider shall be solely responsible for all employment taxes, benefits and insurance for its personnel.

7. 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 principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

8. Entire Agreement; Amendment

This Agreement, including any attached exhibits and schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. This Agreement may be amended only by a written instrument signed by both parties.

9. Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and delivered to the contact information set forth below and shall be deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

10. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliated entity or in connection with a sale of substantially all its business assets.

The parties acknowledge that they have read and understand this Agreement, and that this Agreement has been negotiated by both parties and shall not be construed against either party by reason of draftsmanship.

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