Transblue Business Services Agreement

Transblue Business Services Agreement

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing business administration, consulting and technology support services and has the experience, personnel and capability to perform the services described herein; and

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

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

Scope of Work

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. Fees and schedules shall be invoiced and paid as provided in this Section.

Payments are due within days of receipt of invoice. Late payments shall accrue interest at the rate of % per month (or the maximum lawful rate if lower), calculated monthly on the outstanding balance until paid in full.

Term; Termination

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

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon providing no less than days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party ("Receiving Party") shall hold in strict confidence all Confidential Information disclosed by the other party ("Disclosing Party"). "Confidential Information" means non-public business, technical, financial or other information disclosed in any form that a reasonable person would understand to be confidential. The Receiving Party shall not use or disclose such information except to perform its obligations under this Agreement and shall protect it with the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidentiality obligations shall not apply to information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was in Receiving Party's possession prior to disclosure; (c) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or valid order of a court or governmental body, provided Receiving Party gives prompt notice to Disclosing Party and cooperates with any efforts to limit disclosure.

The obligations set forth in this section shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secret under applicable law.

Representations; Relationship; Indemnity

Each party represents that it has full corporate power and authority to enter into and perform this Agreement. Service Provider shall perform the Services as an independent contractor and nothing in this Agreement creates an employment, partnership or joint venture relationship. Client agrees to indemnify, defend and hold harmless Service Provider from and against third-party claims resulting from Client's use of deliverables in violation of this Agreement, provided that Service Provider's indemnity obligations (if any) shall be limited to direct damages arising from Service Provider's gross negligence or willful misconduct.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF THE CONFIDENTIALITY PROVISIONS, NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS, CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in the county of the Service Provider's principal place of business before a single arbitrator under the rules of a recognized arbitral institution. Judgment upon any award may be entered in any court of competent jurisdiction.

Entire Agreement; Amendments

This Agreement, including its exhibits and any statements of work incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous oral or written agreements, proposals and communications relating to the subject matter hereof. Any amendment or modification shall be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below (or such other address as either party designates in writing) by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets provided the assignee assumes Service Provider's obligations. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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