Business Services Bright Water

BUSINESS SERVICES AGREEMENT — BRIGHT WATER

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business advisory, operational support, and other professional services tailored to water sector projects and commercial operations; and

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

WHEREAS, the parties intend that this Agreement set forth the scope, compensation, confidentiality obligations, and other material terms governing their relationship.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. Specific tasks, deliverables, and performance milestones shall be set forth in the Scope of Work section below.

PAYMENT TERMS

In consideration for the services to be performed, Client shall pay Service Provider the fees and expenses described in this section. All fees are exclusive of taxes and reimbursable expenses unless otherwise stated.

Late payments shall accrue interest and fees as set forth below unless otherwise agreed in writing.

TERM AND TERMINATION

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

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other in any form, whether oral, written, electronic or otherwise, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, technical data, business plans, customer lists, pricing, financial information, trade secrets, and other proprietary information.

Each receiving party shall (a) hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Confidentiality obligations do not apply to information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is lawfully obtained 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. If a receiving party is compelled by law to disclose Confidential Information, it shall provide prompt written notice and cooperate with the disclosing party to seek protective measures.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , excluding its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or as part of a sale of substantially all of its business.

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