Business Services BIOZYME

Business Services BIOZYME — Business Services Agreement

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing business operations, consulting, laboratory coordination, and related services tailored to life sciences and biotechnology enterprises; and

WHEREAS, Client desires to retain Service Provider to perform certain services to improve Client's operational, compliance, or product-development processes, and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement.

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.

Scope of Work

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. Unless otherwise stated, all amounts are in U.S. dollars.

Late payments shall incur a late fee equal to Late Fee Rate: % per month on any unpaid balance, or the maximum rate permitted by applicable law, whichever is lower. Service Provider may suspend performance for Client's failure to pay within Payment Cure Period: days after written notice.

All expenses pre-approved in writing by Client shall be reimbursed by Client within thirty (30) days of receipt of reasonable documentation. Taxes, if any, shall be the responsibility of the party required by law to pay such tax.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon Notice Period: days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured thirty (30) days after receipt of written notice describing the breach. Termination shall not relieve Client of its obligation to pay for services performed and reimbursable expenses incurred prior to effective termination.

Confidentiality

Each party (the Receiving Party) will hold in confidence and not disclose to any third party any Confidential Information of the other party (the Disclosing Party) except as expressly permitted in this Agreement. "Confidential Information" includes non-public business, technical, scientific, financial, and product development information disclosed in any form. The Receiving Party shall use Confidential Information only to perform its obligations under this Agreement and shall take reasonable measures to protect such information from unauthorized disclosure, which shall be no less than those measures used to protect its own confidential information of similar importance.

Confidential Information does not include information that (a) is or becomes generally available to the public other than by breach of this Agreement; (b) is rightfully received from a third party without restriction and without breach of a confidentiality obligation; (c) was known to the Receiving Party prior to disclosure as evidenced by written records; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to its employees, contractors, or agents on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those in this Agreement.

Representations; Warranties; Liability

Each party represents that it has the authority to enter into this Agreement and that performance hereunder will not violate any agreement with a third party. Service Provider warrants that it will perform Services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

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

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against all third-party claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the chosen jurisdiction for any disputes arising out of this Agreement.

Entire Agreement; Amendment

This Agreement (including any attachments and SOWs executed under it) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other. Such notices shall be deemed given upon personal delivery, nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

Administrative Information

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