Business Commercial Service Agreement

BUSINESS COMMERCIAL SERVICE AGREEMENT

Parties

Recitals

WHEREAS, Client desires to obtain certain commercial services from Service Provider and Service Provider represents that it has the capability and experience to provide such services pursuant to the terms of this Agreement effective as of ;

WHEREAS, Service Provider will perform the services described below on the terms and conditions set forth in this Agreement, and Client desires to engage Service Provider for such services;

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

Scope of Work

Service Provider shall perform the commercial services and deliverables described below. The scope includes all labor, materials, supervision, and coordination reasonably necessary to complete the work in a professional manner in accordance with customary industry standards.

Payment Terms

Client shall pay Service Provider the fees and charges set forth in this section in exchange for the services rendered. Fees are exclusive of taxes and other charges unless otherwise stated.

All payments not received by the due date shall bear interest at the rate set forth above or, if no rate is specified, at the maximum lawful rate. Client is responsible for any collection costs, including reasonable attorneys' fees, incurred by Service Provider in collecting overdue amounts.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

Upon termination, Service Provider shall be entitled to payment for all services performed and reasonable costs incurred through the effective date of termination. Sections concerning confidentiality, indemnity, limitation of liability, and payment shall survive termination.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all nonpublic proprietary information, trade secrets, and other confidential materials (collectively, "Confidential Information") disclosed by the other party (the "Disclosing Party") in connection with this Agreement. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the Receiving Party; (b) is rightfully received from a third party without confidentiality obligations; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any available lawful efforts to limit disclosure.

The Receiving Party shall use Confidential Information solely for the purposes of performing under this Agreement and shall restrict disclosure to employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Breach of this section will cause irreparable harm for which monetary damages may be inadequate; accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies.

Representations and Warranties

Each party represents and warrants that it has full corporate power and authority to enter into and perform this Agreement and that performance will not violate any applicable law or contractual obligation. Service Provider further warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or intellectual property obligations, neither party shall be liable for consequential, incidental, special, punitive, or indirect damages, and the aggregate liability of either party for any claim arising 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 the claim.

Notices

All notices required or permitted under this Agreement must be in writing and will be deemed given when delivered by hand, sent by nationally recognized overnight courier, or three (3) business days after deposit with the United States Postal Service, postage prepaid, addressed to the parties at their addresses set forth above or to such other address as either party may specify in writing.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of without regard to its conflict of law rules. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in the county of the governing state, unless the parties mutually agree otherwise in writing. The arbitrator shall have authority to award any relief that a court could grant.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, or sale of substantially all its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings in this Agreement are for convenience only and shall not affect its interpretation.

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