St Annes Business Services Agreement

ST ANNES BUSINESS SERVICES AGREEMENT

This Business Services Agreement ("Agreement") is entered into as of by and between Service Provider Name: with principal place of business at (hereinafter "Service Provider"), and Client Name: with address at (hereinafter "Client").

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business support services and possesses the experience, personnel and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to provide such services under the terms and conditions set forth in this Agreement, and Service Provider is willing to provide those services on such terms; and

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

1. Scope of Work

Deliverables, milestones, performance standards and acceptance criteria shall be as set forth in the Description of Services above. Service Provider shall provide qualified personnel and shall perform the services with the skill and care ordinarily exercised by members of the profession performing similar services.

2. Payment Terms

Invoices submitted by Service Provider shall be payable within days of Client's receipt unless otherwise agreed in writing. Overdue amounts shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses.

3. Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Section, shall continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within a reasonable period, not to exceed thirty (30) days, after receipt of written notice specifying the nature of the breach.

4. Confidentiality

"Confidential Information" means non-public information marked or identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information of the other in strict confidence; (b) use Confidential Information only for the purposes of performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by obligations of confidentiality no less protective than those in this Agreement.

The foregoing obligations shall not apply to information that: (i) is or becomes generally available to the public other than as a result of a breach; (ii) was known to the recipient prior to disclosure by the disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent required by law, regulation or valid legal process, provided that the disclosing party provides prompt written notice to the other party and cooperates in any lawful effort to limit or protect the disclosure.

If disclosure is required by law or valid legal process, the disclosing party will use commercially reasonable efforts to provide notice to the other party.

5. Independent Contractor; Compliance

Service Provider is an independent contractor and not an employee, partner or joint venturer of Client. Service Provider shall be responsible for payment of all employment taxes and other statutory obligations for its personnel, and shall comply with all applicable laws, rules and regulations in performing the services.

6. Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for indirect, incidental, special or consequential damages, including loss of profits. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid or payable hereunder during the twelve (12) month period preceding the event giving rise to the claim.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

8. Entire Agreement; Amendments

This Agreement, including any exhibits and 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. This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both parties.

9. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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