General Business Terms

1. Services.  It is understood and agreed that BLUE OPS’ services may include advice and recommenda­tions, but all decisions in connection with the implementa­tion of such advice and recommendations shall be the responsibility of, and made by, the Company.  In connection with its services hereunder, BLUE OPS shall be entitled to rely on all decisions and approvals of the Company.
2. Term. Unless terminated sooner in accordance with its terms, this engagement shall terminate on the completion of BLUE OPS’ services hereunder.
3. Non-Exclusivity. BLUE OPS does not agree to any terms that may be construed as precluding or limiting in any way its right to provide consulting or other services of any kind or nature whatsoever to any person or entity as BLUE OPS, in its sole discretion, deems appropriate.  This section remains subject to the Mutual Non-Disclosure Agreement.
4. Limitation on Warranties. THIS IS A SERVICES ENGAGEMENT.  BLUE OPS WARRANTS THAT IT SHALL PERFORM SERVICES HEREUNDER IN GOOD FAITH.  BLUE OPS DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5. Limitation on Damages and Indemnification.

   a) The Company agrees that BLUE OPS and its personnel shall not be liable to the Company for any claims, liabilities, or expenses relating to this engagement for an aggregate amount in excess of the fees paid by the Company to BLUE OPS pursuant to this engagement, except to the extent determined to have resulted from the fraud, gross negligence, recklessness or intentional misconduct of BLUE OPS or a breach of Paragraph 12 by BLUE OPS. In no event shall BLUE OPS or its personnel be liable for consequential, special, indirect, incidental, punitive or exemplary loss, damage, or expense relating to this engagement.

   b) The Company shall indemnify and hold harmless BLUE OPS and its personnel from all claims, liabilities, and expenses relating to this engagement (other than with respect to the professional fees and expenses arising hereunder), except to the extent determined to have resulted from the fraud, gross negligence, recklessness, or intentional misconduct of BLUE OPS.

6. Force Majeure. BLUE OPS shall not be liable for any delays or non-performance resulting from circumstances or causes beyond its reasonable control, including, without limitation, acts or omissions or the failure to cooperate by the Company (including, without limitation, entities or individuals under its control, or any of their respective officers, directors, employees, other personnel and agents), acts or omissions or the failure to cooperate by any third party, fire or other casualty, act of God, strike or labor dispute, war or other violence, or any law, order or requirement of any governmental agency or authority.
7. Independent Contractor. It is understood and agreed that each of the parties hereto is an independent contractor and that neither party is, nor shall be considered to be, an agent, distribu­tor, partner, fiduciary or representative of the other.  Neither party shall act or represent itself, directly or by implica­tion, in any such capacity in respect of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other.
8. Survival and Interpretation. The agreements and undertakings of the Company contained in the engagement letter to which these terms are attached, together with the provisions of Paragraphs 1, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 hereof, shall survive the expiration or termination of this engagement.
9. Assignment. Except as provided below, neither party may assign, transfer or delegate any of its rights or obligations hereunder (including, without limitation, interests or claims relating to this engagement) without the prior written consent of the other party.
10. Entire Agreement, Amendment and Notices. These terms, and the engagement letter to which these terms are attached, including exhibits, constitute the entire agreement between BLUE OPS and the Company with respect to this engagement, supersede all other oral and written representations, understandings or agreements relating to this engagement, and may not be amended except by written agreement signed by the parties.  In the event of any conflict, ambiguity, or inconsistency between these terms and the engagement letter to which these terms are attached, these terms shall govern and control.  All notices hereunder shall be (i) in writing, (ii) delivered to the representatives of the parties at the addresses first set forth above, unless changed by either party by notice to the other party, and (iii) effective upon receipt.
11. Severability. If any provision of these terms or the engagement letter is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth herein.
12. Confidentiality. BLUE OPS agrees that Evaluation Material shall only be disclosed to members of the BLUE OPS transaction team designed and assigned to the ShoreView Industries and the Company project (such members as approved in the absolute discretion of ShoreView Industries and the Company), and shall not be disclosed to any other personnel of BLUE OPS that is not a member of the transaction team, or affiliated or related parties of such personnel, or affiliated or related parties of BLUE OPS, or advisors, investors, agents, Board members or third party representatives of BLUE OPS.