Business FY25 Document

BUSINESS FY25 DOCUMENT

This Business Services Agreement (the "Agreement") is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Company requires certain professional services in connection with its business operations for fiscal year and desires to retain Contractor to perform such services; and

WHEREAS, Contractor represents that it has the experience, personnel and capability to provide the services described herein and agrees to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their entire agreement regarding the services, payment and related obligations in writing.

Scope of Work

Contractor shall perform the services described below in a professional manner and in accordance with industry standards. The specific tasks, deliverables, milestones and acceptance criteria are as set forth below and may be amended by written agreement signed by both parties.

Payment Terms

In consideration for the services, Company shall pay Contractor the fees set forth below. All fees are invoiced in United States dollars unless otherwise agreed in writing.

Late payments shall incur a late fee equal to % per month (or the highest rate permitted by law, if lower) after a grace period of days from the invoice due date.

Term and Termination

The term of this Agreement shall commence on and shall expire on unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Each party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) restrict disclosure to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein, and (c) take reasonable steps to protect the confidentiality of such information.

Confidentiality obligations shall survive termination for a period of years, except with respect to trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

Both parties agree that confidentiality obligations are mutual.

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 law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of this Agreement.

Entire Agreement; Miscellaneous

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

If any provision of this Agreement is held 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 party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all assets.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may specify in writing.

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