Business Document Unsigned

BUSINESS SERVICES AGREEMENT (UNSIGNED)

This Business Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , with principal place of business at , and Service Provider Name: , with principal place of business at .

RECITALS

WHEREAS, Client desires to obtain certain services related to its business operations as described herein, and Provider has the expertise and experience to perform such services;

WHEREAS, Provider agrees to provide such services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to set forth the complete terms of their working relationship, including scope, compensation, confidentiality, and remedies for breach.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Provider a total fee of $ for the services described in this Agreement. Compensation covers only the services expressly set forth in the Scope of Work unless otherwise agreed in writing.

Invoicing and Due Date: Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise agreed, Client shall pay each undisputed invoice within days of receipt. Late payments shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower.

Expenses: Reasonable out-of-pocket expenses incurred by Provider in connection with the performance of the services shall be reimbursed by Client if pre-approved in writing. All amounts are exclusive of applicable taxes, which shall be borne by the party required to pay such taxes.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Termination for Cause: Either party may terminate for material breach if the breach remains uncured for 15 days after written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that is (i) already known to the recipient without restriction, (ii) publicly available through no breach of this Agreement, (iii) rightfully received from a third party without restriction, or (iv) independently developed without the use of Confidential Information.

Obligations: The recipient shall (i) use Confidential Information only to perform its obligations under this Agreement, (ii) restrict disclosure to employees, contractors, and agents with a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) protect Confidential Information from unauthorized use and disclosure using reasonable care.

Duration: The confidentiality obligations in this section shall continue for a period of years following termination or expiration of this Agreement, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

LIMITATION OF LIABILITY AND INDEMNITY

Indemnification: Each party shall indemnify, defend, and hold harmless the other party from third-party claims arising from the indemnitee's gross negligence or willful misconduct in connection with performance of this Agreement.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, a party's breach of its confidentiality obligations, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of either party for direct damages under this Agreement shall not exceed the amount of fees paid or payable by Client to Provider under this Agreement in the six months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

Dispute Resolution: The parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation between senior executives. If unresolved within 30 days, disputes shall be submitted to mediation before resorting to litigation. Either party may seek injunctive relief for actual or threatened breaches of confidentiality or other irreparable harm.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a sale of all or substantially all of its business or assets relating to this Agreement.

Amendments: Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided in the introductory paragraph or to such other address as a party may designate in writing.

ENTIRE AGREEMENT

This Agreement, including any schedules and attachments executed by the parties, 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.

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