Business Services Agreement for AQUA EDGE INC

BUSINESS SERVICES AGREEMENT FOR AQUA EDGE INC

This Business Services Agreement ("Agreement") is entered into as of (the "Effective Date") by and between AQUA EDGE INC, a company providing services in the water systems and environmental services sector ("Service Provider"), and Client Name: , with principal address: ("Client").

WHEREAS

WHEREAS, Service Provider possesses expertise, personnel and resources to perform business and technical services related to water treatment, system optimization and related consulting (the "Services"); and

WHEREAS, Client desires to retain Service Provider to perform such Services on the terms and conditions set forth herein, and Service Provider is willing to provide the Services to Client pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the Services described above in a professional manner consistent with industry standards. Service Provider will provide qualified personnel, equipment and materials necessary to perform the Services unless otherwise agreed in writing. Any change to the Scope of Work that materially alters cost or schedule shall be documented in a written change order signed by both parties.

2. PAYMENT TERMS

All fees are payable in USD unless otherwise agreed. Client shall reimburse Service Provider for reasonable out-of-pocket expenses incurred in performance of the Services provided such expenses are pre-approved in writing. Overdue amounts shall accrue interest at the rate specified above or, if no rate is specified, at the lesser of 1.5% per month or the maximum permitted by law. Client shall pay all undisputed invoices within the payment terms set forth above; disputed amounts shall be resolved in good faith and remaining undisputed amounts shall be timely paid.

3. TERM AND TERMINATION

This Agreement commences on and continues until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within fifteen (15) days after written notice specifying the nature of the breach. In addition, either party may terminate for convenience upon the notice period specified above. Upon termination, Client shall promptly pay Service Provider for all Services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments reasonably incurred.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving 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, including technical data, trade secrets, business plans, pricing, and customer information. Confidential Information does not include information that: (a) is or becomes generally known to the public other than by breach of this Agreement; (b) was known to the Receiving Party prior to disclosure as shown by written records; (c) is rightfully received by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than a reasonable standard of care; (ii) use Confidential Information solely to perform obligations or exercise rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, subcontractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Upon termination or written request, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information within days and certify such return or destruction in writing.

The parties acknowledge that a breach of this Section may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

5. INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against all third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's negligence, willful misconduct or breach of this Agreement. Except for claims for bodily injury, death, or the other's breach of confidentiality or indemnification obligations, neither party's aggregate liability for direct damages arising out of this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement in the six (6) months preceding the claim. In no event shall either party be liable for consequential, special, incidental or punitive damages.

6. INSURANCE; COMPLIANCE

Service Provider shall maintain insurance customary for the industry, including general liability and workers' compensation as required by law. Service Provider shall perform Services in compliance with applicable laws, rules and regulations. Client shall provide access and cooperation as reasonably required for Service Provider to perform the Services safely and efficiently.

7. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute arising out of this Agreement through negotiation between senior executives. If unresolved within thirty (30) days, the parties may pursue all available legal and equitable remedies in the courts of the state specified above or in federal court located therein.

8. MISCELLANEOUS

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement creates an employer-employee, joint venture or agency relationship between the parties. Neither party shall have authority to bind the other except as expressly set forth herein.

Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

Notices. All notices under this Agreement shall be in writing and delivered to the addresses provided by the parties. Notices are effective upon receipt by courier, certified mail or email with confirmation where permitted by the receiving party.

9. ENTIRE AGREEMENT

This Agreement, including any written exhibits or change orders signed by the parties, constitutes the entire agreement between Service Provider and Client with respect to the subject matter hereof and supersedes all prior agreements, understandings and representations. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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