Business Service Agreement Exhibits

BUSINESS SERVICE AGREEMENT EXHIBITS

Parties and Effective Date

This Business Service Agreement Exhibits is entered into as of (Effective Date) by and between , with principal address (Client), and , with principal address (Service Provider).

Recitals

WHEREAS, Client engages Service Provider to perform certain professional business services described in the attached Exhibits, and Service Provider has the experience and capability to perform such services; and

WHEREAS, the parties desire to set forth the specific scope, deliverables, compensation, and other terms applicable to each Exhibit attached hereto, and to incorporate such Exhibits into the controlling Business Services Agreement between the parties; and

WHEREAS, the parties intend that these Exhibits, together with the Master Agreement obligations identified herein, create binding obligations enforceable under the Governing Law specified below.

Scope of Work (Per Exhibit)

Payment Terms (Per Exhibit)

Compensation for services rendered under each Exhibit shall be paid in accordance with the terms set forth below and in the applicable Exhibit.

If any undisputed amount is not paid within days after invoice due date, interest shall accrue at the lesser of (i) % per month, or (ii) the maximum rate permitted by law. The parties may also agree to a fixed late fee of for each late invoice.

Term and Termination

The term for services performed under each Exhibit shall commence on and shall continue until , unless earlier terminated in accordance with this section.

Confidentiality

Each party (Receiving Party) shall hold in confidence all Confidential Information disclosed by the other party (Disclosing Party). Confidential Information includes non-public business, technical, financial, and pricing information, whether oral, written or electronic, and any work product derived therefrom. Receiving Party will not use Confidential Information except to perform obligations under the applicable Exhibit, and will not disclose Confidential Information to any third party except to its employees and contractors on a need-to-know basis under written obligations of confidentiality no less protective than those set forth herein.

Exceptions: Confidential Information does not include information that (i) is or becomes public through no fault of Receiving Party, (ii) was known to Receiving Party prior to disclosure, (iii) is lawfully received from a third party without breach of an obligation of confidentiality, or (iv) is independently developed without use of the Disclosing Party's Confidential Information. If disclosure is required by law, Receiving Party shall provide prompt written notice and cooperate with any lawful efforts to limit or protect such disclosure.

Representations and Warranties; Liability

Each party represents that it has full power and authority to enter into this Exhibit. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, ALL OTHER WARRANTIES ARE DISCLAIMED. LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES ARISING FROM BREACH OF THIS EXHIBIT, NOT TO EXCEED THE AMOUNTS PAID BY CLIENT FOR THE AFFECTED EXHIBIT; IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES.

Governing Law

This Exhibit and any dispute arising out of or relating to it shall be governed by the laws of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located within that jurisdiction for resolution of disputes.

Entire Agreement and Incorporation

Each Exhibit and these terms constitute the entire agreement between the parties with respect to the services described in the Exhibit, superseding all prior oral or written proposals, negotiations, and understandings. To the extent there is any inconsistency between an Exhibit and the Master Business Services Agreement, the terms of the controlling Master Agreement shall govern unless the Exhibit expressly states otherwise in writing.

Acknowledgments and Administrative Details

The parties certify that the Exhibit(s) attached to this document set forth the complete statement of work and that any changes to Exhibit scope or fees must be made in a written amendment signed by authorized representatives of both parties.

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