Business Services Agreement Buck & Steel

BUSINESS SERVICES AGREEMENT — BUCK & STEEL

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing specialized commercial steel fabrication, installation, and related project management services; and

WHEREAS, Client desires to retain Service Provider to perform certain services in connection with Client's business operations, and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of services and payment therefor.

SCOPE OF WORK

Service Provider shall perform services as described below. The detailed description of the services, deliverables, and milestones shall be as set forth in the following statement of work and any appendices incorporated by reference.

PAYMENT TERMS

In consideration of the services rendered by Service Provider, Client shall pay Service Provider as follows:

Invoices shall be submitted by Service Provider to Client in accordance with the Payment Schedule. Unless otherwise stated in the Payment Schedule, payment is due within days of Client's receipt of a correct invoice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date.

Either party may terminate this Agreement for cause if the other party materially breaches any material obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach and the required cure.

CONFIDENTIALITY

Each party (the "Receiving Party") shall treat all non-public information disclosed by the other party (the "Disclosing 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 ("Confidential Information") as confidential. The Receiving Party shall not use Confidential Information for any purpose other than performing its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

The obligations in this section shall not apply to 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 by the Disclosing Party without restriction; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

INDEPENDENT CONTRACTOR; INSURANCE

Service Provider is an independent contractor and nothing in this Agreement shall create an employment, agency, joint venture, or partnership relationship between the parties. Service Provider shall be solely responsible for all taxes, withholdings, and other statutory, regulatory, or contractual obligations of any sort. Service Provider shall maintain insurance coverage customary for the scope of services and shall provide evidence of such insurance upon Client's reasonable request.

INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of its representations, warranties, or obligations under this Agreement, or the negligence or willful misconduct of the indemnifying party in connection with the services.

GOVERNING LAW

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.

NOTICES

All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the relevant party at the address set forth below (or to such other address that party may specify in writing).

ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits, schedules, or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

AMENDMENT; ASSIGNMENT

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

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