Business Service SLCC

BUSINESS SERVICE SLCC

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

WHEREAS

WHEREAS, the Service Provider is engaged in the business of providing business services, consulting, and operational support and represents that it has the requisite expertise, personnel, and resources to perform the services set forth in this Agreement; and

WHEREAS, the Client desires to engage the Service Provider to perform such services under the terms and conditions set forth in this Agreement, and the Service Provider desires to perform such services for the Client; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

Scope of Work

The Service Provider shall perform the services and deliverables described below. Any services outside this Scope of Work must be authorized in writing as a Change Order in accordance with this Agreement.

Payment Terms

Compensation for Services: Client shall pay the Service Provider the compensation set forth below in exchange for the satisfactory performance of the Scope of Work. All fees are payable in United States dollars unless otherwise agreed in writing.

Invoicing: The Service Provider shall submit invoices in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt. Disputed portions of an invoice shall be raised in writing within the same period and the undisputed balance shall be paid timely.

Late Payment: Any overdue amount shall bear interest at a rate of or the maximum rate permitted by law, whichever is lower, plus the Service Provider's reasonable costs of collection.

Term and Termination

Term: This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party given at least prior to the effective termination date. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each party shall (i) hold Confidential Information of the other party in strict confidence, (ii) use such Confidential Information only to perform its obligations under this Agreement, and (iii) not disclose such Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those hereunder.

Exclusions and Duration: Confidential Information does not include information that is or becomes publicly available without breach, was known prior to disclosure, or is rightfully received from a third party. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

Liability, Indemnification, and Insurance

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct, provided the indemnified party gives prompt written notice and reasonable cooperation in the defense.

Limitation of Liability: Except for indemnification obligations or willful misconduct, neither party's aggregate liability to the other for any claim arising under this Agreement shall exceed the amounts paid or payable by Client to the Service Provider under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, special, or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction designated below without regard to conflict of laws principles.

Entire Agreement

This Agreement, including any exhibits or written Change Orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that the Service Provider may assign this Agreement in connection with a sale of substantially all of its assets or a corporate reorganization.

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

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