Business Services Colpitts

BUSINESS SERVICES AGREEMENT — COLPITTS

This Business Services Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: and Client Name: . Service Provider and Client are each a Party and collectively the Parties.

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business consulting, operations, and related professional services and represents that it has the experience and personnel necessary to perform the services described in this Agreement;

WHEREAS, Client desires to retain Service Provider to perform business services on the terms and subject to the conditions set forth in this Agreement, and Service Provider desires to perform such services for Client;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Parties agree as follows.

1. SCOPE OF WORK

Service Provider shall perform the services described below (the Services). Service Provider shall provide such Services in a professional and workmanlike manner in accordance with industry standards.

2. PAYMENT TERMS

Compensation. Client shall pay Service Provider Total Compensation in the amount of USD for the Services, unless otherwise agreed in writing.

Deposit. Client shall pay a deposit of USD upon execution of this Agreement, which shall be applied to the final invoice.

Late Payment. Any undisputed amount not paid when due shall accrue interest at a rate of or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

3. TERM AND TERMINATION

Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Termination for Convenience. Either Party may terminate this Agreement without cause upon providing written notice to the other Party at least days prior to the intended termination date.

Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed prior to termination.

4. CONFIDENTIALITY

Definition. "Confidential Information" means all nonpublic information disclosed by a Party (Disclosing Party) to the other Party (Receiving Party) that is designated as confidential or that the Receiving Party should reasonably understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations. Receiving Party shall (i) hold Confidential Information in strict confidence; (ii) not use Confidential Information for any purpose other than performing obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound to protect such information consistent with this Agreement.

Exceptions and Duration. Confidential Information does not include information that is or becomes publicly available through no fault of Receiving Party, was already known by Receiving Party without restriction, or is independently developed. The obligations in this Section shall survive termination for a period of after termination or indefinitely for trade secrets to the extent permitted by law.

5. REPRESENTATIONS; WARRANTIES; INDEMNITY

Each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider further represents that Services will be performed in a competent and professional manner in accordance with applicable industry standards.

Indemnity. Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's breach of this Agreement, gross negligence, or willful misconduct, except to the extent such claims result from the indemnitee's negligence or willful misconduct.

6. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the address set forth below or such other address as either Party may designate in writing.

7. GOVERNING LAW; DISPUTE RESOLUTION

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Disputes. The Parties agree to negotiate in good faith to resolve any dispute arising out of or relating to this Agreement. If the Parties cannot resolve a dispute by negotiation, the Parties submit to the exclusive jurisdiction of the courts located in the chosen governing state for resolution.

8. ENTIRE AGREEMENT; AMENDMENT

Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or understandings, whether written or oral.

Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

9. MISCELLANEOUS

Assignment. Neither Party may assign this Agreement or any of its rights hereunder without the prior written consent of the other Party, except that Service Provider may assign rights to a successor in connection with a merger or sale of substantially all assets.

Relationship of the Parties. Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the Parties.

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