Business Services Boerdery

BUSINESS SERVICES BOERDERY AGREEMENT

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

Recitals

WHEREAS, Client requires certain business services relating to operations, strategy, and administrative support described more fully herein (the "Services");

WHEREAS, Service Provider represents that it possesses the experience, personnel, and facilities necessary to perform the Services and is willing to provide such Services to Client on the terms set forth in this Agreement;

WHEREAS, the parties desire to set forth the terms and conditions under which the Services will be performed.

Scope of Work

Service Provider shall perform the Services as described below. The Services shall include deliverables, milestones, and any specific performance standards agreed by the parties.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees and expenses set forth below. All fees are exclusive of taxes unless otherwise stated.

Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in performance of the Services upon presentation of substantiating receipts. Service Provider shall submit itemized invoices in accordance with the Payment Schedule. Unpaid amounts shall accrue interest at the rate specified in the Late Payment Fee above until paid in full.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party 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 performed through the effective date of termination and for non-cancellable commitments made by Service Provider prior to receipt of notice.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information 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, pricing, customer lists, financial information, and trade secrets. The receiving party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except to employees, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (iii) use Confidential Information solely for the performance or enforcement of this Agreement.

Confidentiality obligations shall not apply to information that the receiving party can demonstrate: (a) was in the public domain at the time of disclosure; (b) became part of the public domain through no fault of the receiving party; (c) was lawfully in the receiving party's possession prior to disclosure; or (d) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates in any effort to limit disclosure.

Intellectual Property and Work Product

Except as expressly agreed in writing, Service Provider assigns to Client all right, title, and interest in and to deliverables and work product created specifically for Client under this Agreement, subject to Service Provider's ownership of pre-existing methodologies and tools. Client is granted a perpetual, non-exclusive license to any Service Provider pre-existing intellectual property embedded in deliverables solely to the extent necessary to use the deliverables for their intended business purpose.

Warranties; Limitation of Liability

Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE CLAIM, AND IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree that any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that State.

Entire Agreement

This Agreement, together with any exhibits, statements of work, or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Relationship of the Parties: Service Provider is an independent contractor and shall not be deemed an employee, agent, or partner of Client. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

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