Business Molino Document

Business Molino Document

This Business Services Agreement (the "Agreement") is entered into as of by and between:

Party A (Provider)

Party B (Client)

Recitals

WHEREAS, Party A has expertise and capacity to provide business services related to molino operations, equipment maintenance, processing logistics and related commercial activities; and

WHEREAS, Party B desires to retain Party A to perform specified services for Party B on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth their entire agreement and understanding with respect to such services in this instrument.

Scope of Work

Party A shall perform the services described below in a professional manner consistent with industry standards. The services performed shall include, without limitation, the following:

Any material change to the Scope of Work shall require a written change order executed by authorized representatives of both parties specifying the change in work, any adjustment to Compensation and any change to the Schedule.

Payment Terms

In consideration for the services performed under this Agreement, Party B shall pay Party A the fees and expenses set forth below in accordance with the schedule and requirements herein.

Unpaid amounts shall bear interest at a rate of % per month (or the maximum rate permitted by applicable law, whichever is less) from the date due until paid. Alternatively, Party A may impose a flat late charge of for each missed payment, in addition to accrued interest.

Party A shall submit invoices in accordance with the Payment Schedule. Party B shall pay undisputed invoices within the number of days specified in the Payment Schedule. If Party B disputes any portion of an invoice in good faith, Party B shall notify Party A in writing within ten (10) business days and the undisputed portion shall be paid when due.

Term and Termination

The term of this Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Either party may terminate for convenience upon the Notice Period specified above by providing written notice to the other party.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written or electronic, including business, technical, financial, operational, customer and supplier information, trade secrets, and pricing. Each party shall (a) hold Confidential Information in strict confidence, (b) use it only for performance of this Agreement, and (c) not disclose it to any third party except to employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information shall not include information that is or becomes generally known to the public other than by the receiving party's breach of this Agreement, or that was lawfully in the receiving party's possession prior to receipt from the disclosing party.

Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy all Confidential Information and certify such return or destruction upon request.

Indemnification and Limitation of Liability

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against third-party claims arising out of the Indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability resulting from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable for any indirect, incidental, consequential or punitive damages. The aggregate liability of either party for any claim arising under or in connection with this Agreement shall not exceed the amounts actually paid to Party A under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for the resolution of disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including any written change orders or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, proposals, and agreements, whether written or oral. Any amendment or modification to 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 set forth in this Agreement or to such other address as either party may designate by written notice to the other. Notices shall be deemed given upon personal delivery, next business day by overnight courier, or three business days after mailing by certified mail, return receipt requested.

Certification

Each signatory below represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for whom they sign and that the party will be bound by the terms herein.

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