Business Services AXISIS

BUSINESS SERVICES AGREEMENT — AXISIS

This Business Services Agreement ("Agreement") is entered into as of by and between:

Client Name:

Service Provider:

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business, consulting, and technical services described in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to provide such services in a professional manner consistent with industry standards; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will perform services for Client.

Scope of Work

Payment Terms

Total Fee: $

Invoices shall be due and payable within days of receipt. Late payments shall bear interest at the lesser of (a) % per month, compounded monthly, or (b) the maximum rate permitted by applicable law.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, and, where applicable, for any non‑cancellable commitments made in good faith.

Confidentiality

"Confidential Information" means all non‑public information disclosed by a disclosing party in any form 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, including business plans, customer data, pricing, trade secrets, and technical information.

Each party agrees (i) to hold the other party's Confidential Information in strict confidence, (ii) not to disclose Confidential Information to any third party except to those employees, contractors, or agents with a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement, and (iii) to use Confidential Information solely for the performance or enforcement of this Agreement.

Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was 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 the disclosing party's Confidential Information. If disclosure is required by law or valid order of a court or governmental authority, the receiving party shall, to the extent legally permitted, provide prompt written notice and cooperate with the disclosing party to seek protective measures.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider grants Client a non‑exclusive, non‑transferable license to use deliverables prepared under this Agreement solely for Client's internal business purposes. Service Provider retains ownership of its pre‑existing tools, methodologies, and proprietary materials incorporated in the deliverables. To the extent any deliverable contains Service Provider's pre‑existing materials, Service Provider grants a limited license to Client to use such materials in connection with the deliverables.

Warranties; Limitation of Liability

Service Provider warrants that services will be performed with reasonable skill and care in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL WARRANTIES ARE DISCLAIMED AND SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or intellectual property obligations, neither party shall be liable for indirect, incidental, consequential, special or punitive damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction designated below, without regard to conflict of laws principles.

Entire Agreement; Amendment

This Agreement, including any exhibits or statements of work signed 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, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

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

Miscellaneous

Neither party may assign this Agreement 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 of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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