Business Services Arrangement

BUSINESS SERVICES ARRANGEMENT

This Business Services Arrangement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: , and Service Provider Name: with principal address: .

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business services described herein, and Service Provider is qualified and willing to perform such services under the terms set forth in this Agreement.

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, and other terms governing the provision of services.

WHEREAS, the parties intend that the relationship created by this Agreement is that of independent contractor and not an employment relationship.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Service Provider a fee of USD for the services described in the Scope of Work unless otherwise agreed in writing.

Late Payment: If any undisputed amount is not paid within days after the invoice due date, Client shall pay interest on the overdue amount at a rate of per month, or the maximum rate permitted by law, whichever is lower.

Bank transfer    Check    Credit card

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the effective termination date.

Termination for Cause: Either party may terminate this Agreement 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.

CONFIDENTIALITY

Definition: "Confidential Information" means all nonpublic information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") orally, in writing, or by inspection 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.

Obligations: The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except as expressly permitted in this Agreement, and (iii) use Confidential Information solely to perform its obligations under this Agreement. The Receiving Party shall protect Confidential Information with reasonable care, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Receiving Party, (b) was rightfully known to the Receiving Party prior to disclosure, (c) is rightfully received 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.

Survival: The confidentiality obligations under this Section shall survive termination or expiration of this Agreement for a period of three (3) years, except as to trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Ownership: Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to any deliverables and work product specifically prepared for Client under this Agreement. Service Provider retains ownership of any pre-existing materials, tools, methodologies, or know-how used in connection with the services.

INDEPENDENT CONTRACTOR; TAXES

Status: Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider shall be solely responsible for all taxes, withholdings, and other statutory obligations arising from the compensation paid hereunder.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for indirect, incidental, special, exemplary, or consequential damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total amounts paid or payable to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

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.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

NOTICES

Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or such other address as either party may designate by notice to the other.

MISCELLANEOUS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Waiver: No waiver shall be effective unless in writing and signed by the waiving party.

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