Business Services Busy Bee

Business Services Agreement — Busy Bee

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

Recitals

WHEREAS, Provider is engaged in the business of providing business support, administrative and operational services, including but not limited to project management, administrative assistance, and process optimization; and

WHEREAS, Client desires to engage Provider to perform certain services as set forth in this Agreement and Provider agrees to provide such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend that the terms of their engagement, including scope, compensation, confidentiality, and termination, be reduced to writing in this Agreement.

Scope of Work

Payment Terms

Client shall pay Provider for services performed pursuant to this Agreement the total compensation of (USD) unless otherwise agreed in writing.

Unless otherwise specified in the Payment Schedule, Provider will invoice Client upon completion of each milestone or monthly in arrears. Invoices are due and payable within days from the invoice date. Late payments shall accrue interest at a rate of % per month (or the maximum lawful rate if lower), plus reasonable collection costs.

All fees are exclusive of sales, use, value-added, and other taxes, which shall be paid by Client as required by applicable law. Client shall reimburse Provider for pre-approved out-of-pocket expenses incurred in connection with the Services.

Term and Termination

The term of 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 by providing the other party with written notice at least days prior to the effective date of termination. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice describing the breach.

Upon termination, Provider shall be entitled to payment for all services performed and pre-approved expenses incurred through the effective date of termination. Sections concerning Confidentiality, Payment, Governing Law, and Indemnification shall survive termination.

Confidentiality

"Confidential Information" means information disclosed by one party to the other, whether orally or in writing, 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. Confidential Information includes, without limitation, business plans, customer lists, pricing, trade secrets, and technical data.

The receiving party shall: (a) keep Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations 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 in this Agreement. The foregoing obligations shall not apply to information that is publicly known through no fault of the receiving party, was rightfully received from a third party without restriction, is independently developed by the receiving party, or is required to be disclosed by law or court order (provided the receiving party gives prompt notice to the disclosing party).

Client and Provider acknowledge and agree to be bound by the confidentiality obligations set forth above.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including any attachments or statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Additional Provisions

Each party represents and warrants that it has the right and authority to enter into this Agreement. Neither party shall assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Provider may engage subcontractors provided Provider remains responsible for their performance. Neither party shall be liable for delay or failure to perform to the extent caused by circumstances beyond its reasonable control.

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