Business Profiles

BUSINESS PROFILE AND SERVICES AGREEMENT

This Business Profile and Services Agreement (the "Agreement") is made effective as of by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider conducts business in the provision of professional services, including but not limited to consulting, project delivery, and technical support, and maintains certain business profile information material to such services;

WHEREAS, Client desires to engage Service Provider to perform services as described herein and also requests the exchange and retention of certain business profile information for purposes of performance, compliance, and invoicing; and

WHEREAS, the parties intend to set forth the terms under which business profile information will be provided, the scope of services to be performed, payment terms, confidentiality obligations, and related provisions.

BUSINESS PROFILE — SERVICE PROVIDER

Sole Proprietorship Partnership Limited Liability Company (LLC) Corporation Nonprofit Other:

SCOPE OF WORK

Service Provider shall perform the services described below in accordance with the terms of this Agreement. Services shall be performed in a professional manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services rendered under this Agreement.

ACH/Bank Transfer Check Credit Card Other:

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party that remains uncured for the notice period specified above. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to (a) protect Confidential Information of the other with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who need to know and who are bound by written confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes generally available to the public other than by breach of this Agreement, was already known by the receiving party without restriction, was independently developed by the receiving party, or is required to be disclosed by law (provided the disclosing party is given prompt notice to seek protective measures).

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 its conflict of laws principles. The parties agree to attempt in good faith to resolve disputes through negotiation prior to initiating litigation.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and schedules attached hereto and any purchase orders issued in accordance herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and representations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

REPRESENTATIONS, WARRANTIES AND LIMITATION OF LIABILITY

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

ADDITIONAL TERMS

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