Business Services Alpers

Business Services Alpers — General Business Services Agreement

This General Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider: . Each a Party and collectively the Parties.

RECITALS

WHEREAS, Client requires certain business services related to operations, administration, and strategic support as further described in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services described in the Scope of Work and is willing to provide such services to Client pursuant to the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the services described below (the Services). Service Provider shall exercise commercially reasonable efforts, in a professional and workmanlike manner, to deliver the Services in accordance with the timelines and deliverables agreed by the Parties.

2. PAYMENT TERMS

Client shall pay Service Provider for performance of the Services in accordance with the terms set forth below. All amounts are in U.S. dollars unless otherwise expressly stated.

Invoices shall be submitted by Service Provider in writing to Client and are payable within days from receipt, unless otherwise specified in the payment schedule. Overdue payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated from the payment due date until paid in full.

Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with performance of the Services, provided Service Provider submits appropriate documentation for such expenses.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue 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 effective date of termination. Either Party may terminate immediately for material breach by the other Party if such breach remains uncured for a period of days after written notice specifying the breach.

Upon termination, Service Provider shall invoice Client for Services performed up to the effective date of termination and Client shall pay for all undisputed fees and reimbursable expenses incurred through the effective date.

4. CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means all non-public information disclosed by a Party (the Disclosing Party) to the other Party (the Receiving Party), whether oral, written, electronic or other form, including business plans, financial information, customer lists, pricing, methodologies, and trade secrets.

The Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same standard of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (c) 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 at least as protective as those set forth herein.

Confidential Information shall not include information that: (i) is or becomes generally known to the public through no fault of the Receiving Party; (ii) was rightfully in the Receiving Party’s possession without restriction prior to disclosure; (iii) is lawfully received by the Receiving Party from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

The confidentiality obligations set forth in this Section shall survive termination of this Agreement for a period of unless a longer period is required by applicable law for trade secrets.

5. INDEPENDENT CONTRACTOR; ASSIGNMENT

Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership, agency, or joint venture relationship between the Parties. Service Provider shall be solely responsible for all taxes, withholdings, and other statutory contributions arising from its performance under this Agreement.

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets.

6. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither Party shall be liable to the other for indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of business, or loss of goodwill, even if advised of the possibility of such damages. The aggregate liability of either Party for any claim arising out of or relating to this Agreement shall not exceed the total amounts paid or payable to Service Provider under this Agreement during the twelve (12) month period immediately preceding the event giving rise to the claim.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising under this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and schedules attached hereto, 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. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

9. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either Party to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided by the Parties. Notices delivered by email shall be effective upon confirmation of receipt where such confirmation is evidenced by the sending party.

EXECUTION

The Parties have executed this Agreement through their duly authorized representatives as of the Effective Date set forth above.

Sign Now