Business Services AS

GENERAL BUSINESS SERVICES AGREEMENT

This General Business Services Agreement (the Agreement) is entered into as of (the Effective Date) by and between:

Provider Name: Business Services AS
Provider Address:

Client Name: Client Address:

WHEREAS

WHEREAS, Business Services AS is engaged in the provision of professional business services, including but not limited to consulting, operational support, and strategic advisory services; and

WHEREAS, Client desires to retain Business Services AS to perform certain services described herein and Business Services AS is willing to provide such services under the terms and conditions set forth in this Agreement; and

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

1. SCOPE OF WORK

Services will include the tasks and deliverables described above and any additional deliverables agreed in writing by authorized representatives of both parties. Business Services AS shall perform services in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

Client shall pay all undisputed invoices within the timeframe specified in the Payment Schedule. Overdue amounts shall accrue interest at the rate specified above or, if no rate is specified, at the maximum rate permitted by applicable law. Client is responsible for any taxes or duties imposed on payments under this Agreement, excluding taxes on the net income of Business Services AS.

3. 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 Section.

Either party may terminate this Agreement for convenience upon providing the notice period specified above. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred through the effective date of termination.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Material breach includes failure to pay undisputed amounts, willful misconduct, or repeated failure to perform agreed services.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other 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. Confidential Information includes, without limitation, business plans, technical data, trade secrets, pricing information, client lists and personnel information.

Each party agrees (a) to hold Confidential Information of the other in strict confidence and to protect it with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not to use Confidential Information except as necessary to perform its obligations under this Agreement; and (c) not to disclose Confidential Information to any third party except as permitted herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) was rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

5. INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, all intellectual property rights in materials prepared or developed by Business Services AS specifically for Client under this Agreement (Deliverables) shall be assigned to Client upon full payment of all fees due. Business Services AS retains ownership of its pre-existing methodologies, tools, templates and know-how, and grants Client a non-exclusive, non-transferable license to use those elements only as incorporated in the Deliverables.

6. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable for indirect, incidental, consequential, special or punitive damages, including loss of profits, even if advised of the possibility of such damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid by Client to Business Services AS under this Agreement in the twelve (12) months preceding the claim.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction of without regard to conflicts of law principles.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the party's address set forth above or to such other address as either party may designate by written notice. Notices shall be effective upon receipt.

10. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a substitute provision that most nearly effects the parties' intent.

EXECUTION

The parties have executed this Agreement through authorized representatives as of the Effective Date first written above.

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