Business Services Childers

BUSINESS SERVICES AGREEMENT — CHILDERS

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

RECITALS

WHEREAS, Service Provider represents that it has experience and expertise in providing business services including management consulting, operational implementation, and advisory services; and

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

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider for the services described above in accordance with the following terms.

Invoices are due within days of receipt unless otherwise stated. Late payments shall accrue interest at the rate of % per month on the outstanding balance, compounded monthly, or the maximum allowed by law, whichever is less.

Service Provider may invoice for reasonable pre-approved out-of-pocket expenses incurred in performance of the services. Reimbursable expenses shall be supported by receipts and are due under the same payment terms as fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate this Agreement immediately for material breach that remains uncured for thirty (30) days after written notice of such breach. Upon termination Client shall pay Service Provider for all services performed and pre-approved expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary, or business information disclosed by one party to the other, whether oral, written, or electronic. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform the obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents, or professional advisors who need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall survive termination of this Agreement for years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law. Confidential Information does not include information which (i) was known to the receiving party prior to disclosure without an obligation of confidentiality; (ii) becomes publicly available through no fault of the receiving party; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. The parties acknowledge that monetary damages may be insufficient and that injunctive relief is an appropriate remedy for breach.

INDEPENDENT CONTRACTOR; TAXES

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be responsible for all federal, state, and local taxes arising from payments made under this Agreement and for withholding and reporting obligations for its employees and subcontractors.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing materials, tools, methodologies, and intellectual property ("Provider IP"). Upon full payment, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Any modifications to Provider IP remain Provider IP. The parties may define specific ownership of bespoke work in a written statement of work if required.

LIMITATION OF LIABILITY; INDEMNITY

Except for willful misconduct or gross negligence, neither party shall be liable for incidental, consequential, punitive, or special damages. Each party's aggregate liability under this Agreement shall not exceed the total fees paid to Service Provider under this Agreement during the twelve (12) months preceding the claim. Client shall indemnify and hold harmless Service Provider from third-party claims arising from Client-provided content, Client misuse of deliverables, or Client's breach of this Agreement.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve disputes by negotiation. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration conducted in the county of the Client's principal place of business, with a single arbitrator experienced in commercial contracts. Judgment upon the arbitration award may be entered in any court having jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attached statements of work or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

ASSIGNMENT; SUBCONTRACTING

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 of its assets. Service Provider may engage subcontractors provided Service Provider remains responsible for performance under this Agreement.

SURVIVAL

The provisions of this Agreement that by their nature should survive termination or expiration shall survive, including but not limited to confidentiality, intellectual property, indemnification, limitation of liability, and payment obligations.

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