Business Services Agreement Yuno

BUSINESS SERVICES AGREEMENT YUNO

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

RECITALS

WHEREAS, the Provider has experience and expertise in providing the professional services described herein and agrees to perform such services for the Client on the terms set forth in this Agreement;

WHEREAS, the Client desires to engage the Provider to perform services and deliverables as set forth in the Scope of Work and the Provider agrees to perform such services for the compensation and under the terms specified in this Agreement;

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

SCOPE OF WORK

Provider shall perform the services and deliverables described below. The Provider shall use commercially reasonable efforts, qualified personnel, and industry-standard practices to complete the services in accordance with any milestones and acceptance criteria set forth below.

PAYMENT TERMS

As consideration for the services, Client shall pay Provider a fee in the amount of (the "Service Fee") in accordance with the schedule below. All amounts are stated in the currency of payment unless otherwise indicated.

Invoices are due and payable within days of receipt unless otherwise agreed in writing. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the highest rate permitted by applicable law. Late fee / collection charge:

Client is responsible for all applicable taxes related to payments under this Agreement, excluding taxes based on Provider's net income. Provider shall provide reasonably detailed invoices showing fees, hours (if applicable), and out-of-pocket expenses when billed.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and, unless earlier terminated as provided herein, shall continue until End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately 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. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred through the effective date of termination.

Upon termination, Provider shall deliver to Client all work in progress and, upon payment of any outstanding amounts, all deliverables completed through the date of termination. Each party shall return or destroy the other party's Confidential Information as required under the Confidentiality section.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either 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, including business plans, financial data, customer information, trade secrets, and technical data. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was known to the receiving party prior to disclosure without restriction; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (iii) 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 herein. Upon termination or written request, the receiving party shall promptly return or destroy all Confidential Information and certify such return or destruction.

The obligations under this Confidentiality section shall survive termination of this Agreement for a period of from the date of termination, except with respect to trade secrets, for which protection shall continue for so long as the information qualifies as a trade secret under applicable law. Breach of confidentiality shall entitle the disclosing party to injunctive relief in addition to any other remedies available at law or in equity.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Agreement.

MISCELLANEOUS

Independent Contractor: Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, agency, joint venture, or partnership relationship between the parties. Provider is solely responsible for all payroll taxes, benefits and other obligations for its personnel.

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets, provided the assignee agrees in writing to be bound by the terms of this Agreement.

Limitation of Liability and Indemnification: To the maximum extent permitted by law, neither party shall be liable for consequential, incidental, special, punitive, or indirect damages arising out of this Agreement. Each party shall indemnify, defend and hold the other harmless from third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Amendment and Waiver: No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

Notices: All notices required or permitted under this Agreement shall be in writing and sent to the notice address of the other party listed below or to such other address as either party may designate by notice in accordance with this section.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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