UniSteel Business Services Agreement

UNISTEEL BUSINESS SERVICES AGREEMENT

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between:

Recitals

WHEREAS, Service Provider is engaged in the business of providing commercial steel fabrication, logistics coordination and related project management services and possesses the personnel, equipment and expertise necessary to provide such services; and

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

WHEREAS, the parties intend that the services, payment terms and other obligations be set forth in this written Agreement to govern their relationship.

Scope of Work

Service Provider shall perform the business services, deliverables and milestones described below. Services will be performed in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Payment is due within days from Client's receipt of an undisputed invoice. Late payments shall accrue interest at the rate of on the unpaid balance, compounded monthly, or the maximum rate allowed by law, whichever is less.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Either party may terminate immediately for material breach that remains uncured for 15 days after written notice of such breach. Upon termination, Client shall pay Service Provider for Services rendered and reasonable costs incurred through the effective date of termination.

Confidentiality

"Confidential Information" means all 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 agrees to hold Confidential Information in strict confidence, to use it only to perform obligations under this Agreement, and to limit access to those employees and contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates with any lawful effort to limit disclosure.

Independent Contractor; Insurance

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, joint venture, partnership or agency relationship. Service Provider shall maintain, at its expense, insurance coverage appropriate to the services performed and shall provide evidence of such coverage upon Client's reasonable request.

Limitation of Liability

Except for liability arising out of willful misconduct or gross negligence, each party's aggregate liability under this Agreement will be limited to direct damages not to exceed the total fees paid or payable under this Agreement during the six months preceding the event giving rise to the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

Entire Agreement; Amendments

This Agreement, together with any appendices or exhibits attached and any written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. Any modification to this Agreement must be in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the party's address set forth above or to such other address as either party may designate in writing, and shall be deemed delivered when delivered in person, by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties will negotiate in good faith to replace the invalid or unenforceable provision with a valid substitute that most nearly effects the original intent.

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