Business Document T1 2025

Business Document T1 2025

Parties and Effective Date

This Business Services Agreement (the Agreement) is made and entered into effective as of (Effective Date) by and between the Client and the Service Provider identified above.

Recitals

WHEREAS, the Client desires to engage the Service Provider to perform certain professional services related to the Client's business operations, and the Service Provider represents that it has the necessary experience, personnel, and capability to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which the Service Provider will perform the services for the Client and how the Service Provider will be compensated for such services;

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Scope of Work

The Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards:

The Service Provider shall deliver all work products, reports, and deliverables described in the scope above (Deliverables). Any change to the Scope of Work that would materially affect price or schedule must be approved in writing by both parties in an amendment to this Agreement.

2. Payment Terms

As full compensation for the performance of the Scope of Work, Client shall pay the Service Provider the amounts and according to the schedule set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be issued by the Service Provider in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. Any undisputed amount not paid within such period shall accrue interest at a rate of per month (or the maximum allowed by law, if lower).

All payments shall be made in lawful currency by the method selected by the parties and are exclusive of any sales, use, value-added, or other taxes, which shall be Client's responsibility where applicable.

3. Term and Termination

This Agreement shall commence on the Effective Date and shall continue in effect until unless earlier terminated in accordance with this Section. The initial term may be extended by written agreement of the parties.

Either party may terminate this Agreement for convenience upon prior written notice to the other party given at least days in advance. Either party may terminate this Agreement immediately upon written notice 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 for any reason, the Service Provider shall be entitled to payment for Services performed and expenses properly incurred through the effective date of termination, subject to setoff for any amounts due from the Service Provider to the Client.

4. Confidentiality

For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other in oral, written, electronic, or other form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to: (a) use Confidential Information solely for performance of this Agreement; (b) protect Confidential Information of the other party using the same degree of care the receiving party uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) was in the receiving party's lawful possession prior to disclosure by the disclosing party; (iii) is lawfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

5. Intellectual Property and Deliverables

Unless otherwise agreed in writing, the Service Provider shall retain ownership of its pre-existing intellectual property and methodologies. Upon full payment of all amounts due under this Agreement, the Service Provider grants the Client a non-exclusive, perpetual license to use the Deliverables for the Client's internal business purposes.

The Service Provider represents and warrants that the Deliverables will be original and will not infringe the intellectual property rights of any third party. The Service Provider shall indemnify and hold the Client harmless from claims arising from an actual breach of this representation.

6. Representations, Warranties and Liability

Each party represents that it has the full power and authority to enter into this Agreement. The Service Provider warrants that it will perform services in a professional manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

In no event shall either party be liable to the other for any special, incidental, indirect, punitive, or consequential damages arising out of or related to this Agreement, whether based in contract, tort, strict liability, or any other legal theory, even if advised of the possibility of such damages. The total aggregate liability of either party for any claim arising under this Agreement shall not exceed the total amounts paid or payable by Client to the Service Provider under this Agreement in the twelve (12) months immediately preceding the event giving rise to liability.

7. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered in the chosen forum if the parties mutually agree in writing; otherwise, the parties submit to the exclusive jurisdiction of the state and federal courts located in the county where the Client's principal place of business is located.

8. Entire Agreement; Amendment

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

9. General Provisions

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this Section shall be void.

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid, enforceable provision that most closely reflects the parties' original intent.

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