Business Services Baney

BUSINESS SERVICES AGREEMENT — BANEY

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to advisory, operational support, and implementation of business processes; and

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

WHEREAS, the parties intend that the relationship created by this Agreement be that of independent contractor and client, and not of employer and employee, joint venture, or partnership.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The parties may modify the scope by written amendment signed by authorized representatives.

PAYMENT TERMS

Client shall pay Service Provider for the services set forth in this Agreement in accordance with the following terms.

Service Provider shall submit invoices to Client and Client shall pay undisputed invoices within days of receipt. Disputed amounts must be notified in writing within the same period.

Any late payment shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus a late fee of per overdue invoice.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered no less than days prior to the effective date of termination. Either party may terminate for material breach that remains uncured for thirty (30) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall treat as confidential and shall not disclose or use any non-public, proprietary, or confidential information of the other party (the "Disclosing Party") except as reasonably required to perform its obligations under this Agreement. Confidential information excludes information that is (i) publicly known through no fault of the Receiving Party, (ii) already known by the Receiving Party prior to disclosure, (iii) lawfully obtained from a third party without restriction, or (iv) independently developed by the Receiving Party without use of the Disclosing Party's confidential information. The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations of confidentiality shall continue for after termination or expiration of this Agreement, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in a signed writing, Service Provider retains all right, title, and interest in methodologies, tools, know-how, and pre-existing materials used in providing services. Upon full payment, Service Provider grants Client a non-exclusive, worldwide, royalty-free license to use deliverables provided solely for Client's internal business purposes. Any transfer of intellectual property rights in custom deliverables must be expressly set forth in a signed amendment.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performance of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, strikes, governmental actions, or interruptions in utilities or telecommunications; 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 below by hand, certified mail, or overnight carrier.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict-of-law principles. The parties agree to attempt in good faith to resolve disputes by negotiation prior to initiating litigation. If litigation is necessary, the parties submit to the exclusive jurisdiction of the courts located in the chosen governing law jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Sign Now