Business Services Alpacka

BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES ALPACKA

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

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform business advisory, operational, and related services as described in this Agreement, and Service Provider is willing and able to provide such services under the terms set forth herein.

WHEREAS, Service Provider represents that it has the qualifications, experience and capacity to perform the services and that performance will be in a professional manner consistent with industry standards.

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

SCOPE OF WORK

Service Provider shall perform the tasks described above and any agreed ancillary tasks in a timely manner consistent with the milestones and deliverables set forth in the Scope of Work. Any material change in scope shall be documented in a written change order signed by both parties and may affect fees and schedule.

PAYMENT TERMS

Unless otherwise agreed in writing, Service Provider shall invoice Client in accordance with the payment schedule. Invoices are due within days of invoice receipt. Unpaid amounts shall accrue interest at the rate of % per month (or the maximum permitted by law), starting the day after the due date.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach, provided that termination for cause shall be without prejudice to any rights or remedies that have accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party to the other party, whether oral, written or electronic, that is designated as confidential or which reasonably should be understood to be confidential. Each party shall (i) hold Confidential Information in strict confidence, (ii) not disclose it to any third party except as permitted herein, and (iii) use it solely to perform obligations under this Agreement. Confidential obligations shall not apply to information that is or becomes public through no fault of the receiving party, is rightfully received from a third party free of restriction, or is independently developed without use of the other party's Confidential Information.

The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing materials, methodologies, tools and intellectual property used or developed by Service Provider in connection with providing the services. Client shall receive a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes upon full payment of all fees due. Any transfer of intellectual property rights shall be documented in a separately executed writing.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its negligence, willful misconduct, or breach of this Agreement. EXCEPT FOR WILLFUL MISCONDUCT OR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

FORCE MAJEURE

Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, labor disputes, governmental actions, or other events of force majeure; provided that the affected party provides prompt written notice and uses commercially reasonable efforts to resume performance.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below. Notices are effective upon receipt.

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 seek to resolve disputes in good faith through negotiation; if unresolved, disputes shall be resolved by binding arbitration in the chosen governing jurisdiction, unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification shall be binding unless made in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that comes closest to the intent of the invalid provision.

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