Business Document Lady Tanya Compton

Business Services Agreement — Lady Tanya Compton

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

RECITALS

WHEREAS, Service Provider represents that it possesses the professional skills, personnel and expertise necessary to perform the business consulting and related services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to provide such services pursuant to the terms and conditions set forth herein, and Service Provider is willing to provide such services on those terms; and

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

1. SCOPE OF WORK

Service Provider shall perform the services described below (the "Services"). Service Provider shall use commercially reasonable efforts, in a professional manner, to perform the Services described.

2. PAYMENT TERMS

Client shall pay Service Provider the fees and reimbursements set forth below in consideration for the Services. Fees are exclusive of applicable taxes unless otherwise stated.

All payments shall be made in lawful currency of the United States unless otherwise agreed in writing. Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance of the Services upon presentation of receipts.

3. TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated as provided herein.

Start Date:     End Date:

Either party may terminate this Agreement 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 its obligation to pay for Services performed and expenses incurred up to the effective date of termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated confidential or that, given the nature of the information, reasonably should be understood to be confidential. Confidential Information excludes information that is: (a) already lawfully known to the Receiving Party without restriction; (b) public through no fault of the Receiving Party; or (c) rightfully received from a third party without restriction.

The Receiving Party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

5. REPRESENTATIONS; WARRANTIES; INDEMNITY

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. Except as expressly set forth herein, Service Provider makes no other warranties, express or implied.

Each party shall indemnify and hold harmless the other party from and against any third‑party claims, liabilities, losses or expenses arising out of its gross negligence or willful misconduct in performing under this Agreement.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

7. ENTIRE AGREEMENT

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, return receipt requested, or by nationally recognized courier service, and shall be deemed given upon receipt.

9. GENERAL PROVISIONS

If any provision of this Agreement is determined to be invalid or unenforceable, 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 that Service Provider may assign to a successor in connection with a merger or sale of substantially all of its assets.

The parties acknowledge that they have had the opportunity to consult with counsel and that any rule of construction that ambiguities are to be resolved against the drafter shall not apply.

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