Business Service Arrangement

BUSINESS SERVICE ARRANGEMENT

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client desires to retain the Service Provider to perform certain services described herein and Provider represents that it has the qualifications, experience and ability to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which the Provider will provide services to Client, including the scope of work, payment terms and related obligations; and

WHEREAS, the parties intend that Provider perform its duties as an independent contractor and not as an employee, partner, or agent of Client, as set forth in this Agreement.

Scope of Work

Provider shall perform the services described below in a professional and workmanlike manner. The parties may attach an exhibit describing deliverables, milestones and acceptance criteria.

Payment Terms

As full compensation for the services rendered under this Agreement, Client shall pay Provider the fees and reimbursements set forth below.

Invoices shall be submitted by Provider and are payable within days of receipt unless otherwise agreed in writing. Past due amounts shall accrue interest at a rate of per month (or the maximum rate permitted by law, if lower).

Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance, subject to documentation. Pre-approval required: Yes

Term and Termination

This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with this Agreement, continue through the End Date.

Start Date:    End Date:

Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to termination. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice of such breach.

Upon termination, Provider shall deliver all completed and in-progress deliverables and Client shall pay Provider for all services performed and authorized expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally available to the public through no breach of this Agreement by the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for the purpose of performing this Agreement and shall take reasonable measures to protect such Confidential Information, but in no event less than the measures it uses to protect its own confidential information of similar importance. The obligations under this Section shall survive termination of this Agreement for .

Independent Contractor; Compliance; Insurance

Provider is an independent contractor and not an employee, partner, or agent of Client. Provider is solely responsible for all taxes, withholdings and other statutory obligations. Provider shall perform services in compliance with applicable laws and regulations and shall maintain insurance coverages customary for the industry. Provider shall provide evidence of insurance upon request.

Intellectual Property; Work Product

Unless otherwise agreed in writing, all materials, deliverables and work product specifically prepared for Client and paid for under this Agreement shall be deemed "Work Product" and ownership of Work Product shall be assigned to Client upon full payment. Provider shall retain ownership of its pre-existing materials and general know-how. Provider grants Client a non-exclusive license to Provider's pre-existing materials to the extent incorporated into the Work Product.

Governing Law; 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 law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives; if the dispute is not resolved within a reasonable period, the parties may pursue any remedies available at law or in equity.

Representations; Warranties; Indemnity

Each party represents and warrants that it has the authority to enter this Agreement. Provider warrants that services shall be performed in a professional manner consistent with industry standards. Provider shall indemnify and hold Client harmless from third‑party claims arising from Provider's gross negligence, willful misconduct, or breach of applicable law in performing the services.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses below (or to such other address as either party may specify in writing).

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Severability; Waiver

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall be effective unless in writing and signed by the waiving party.

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