Business Services Coverdesk

BUSINESS SERVICES COVERDESK AGREEMENT

Parties

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

Recitals

WHEREAS, Client operates a business that requires temporary coverdesk, administrative and operational support services in connection with Client's business operations; and

WHEREAS, Service Provider has represented that it possesses the personnel, experience, and capacity to provide such services and is willing to provide those services to Client on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

Service Provider will perform coverdesk services and associated business support tasks as described below. The description sets forth duties, deliverables, expected hours, and acceptance criteria.

Deliverables and Acceptance

Service Provider shall deliver the items described in the Scope of Work. Client shall have a period of days from delivery to review and either accept or provide written notice of deficiencies. If Client provides timely notice of deficiencies, Service Provider shall correct such deficiencies within a commercially reasonable period.

Payment Terms

Client shall pay Service Provider the fees and expenses as set forth below in consideration for the services rendered under this Agreement.

All fees are due within days of invoice date. Acceptable payment methods: . Service Provider shall submit itemized invoices detailing services performed and expenses incurred.

Expenses

Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance. Reimbursable expenses must be supported by receipts and will be invoiced in accordance with the Payment Terms.

Term and Termination

This Agreement shall commence on and 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 immediately for material breach if the breach is not cured within thirty (30) days of written notice. Termination does not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that it may receive Confidential Information from the other party. "Confidential Information" means non-public business, technical, personnel, and financial information disclosed in any form. The receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information only to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, independently developed without reference to Confidential Information, or rightfully received from a third party without restriction.

Intellectual Property

Unless otherwise agreed in writing, all intellectual property created specifically for Client in connection with the Services (Deliverables) shall be owned by Client upon full payment of fees due for such Deliverables. Service Provider retains ownership of pre-existing tools, methodologies, and know-how used to perform the Services, provided that no Confidential Information of Client is disclosed or used outside the scope of this Agreement.

Warranties, Liability and Indemnification

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Neither party shall be liable for incidental, consequential, or punitive damages except for damages arising from willful misconduct or gross negligence. Each party shall indemnify and hold harmless the other from third-party claims arising out of that party's gross negligence, willful misconduct, or breach of confidentiality.

Notices

Governing Law

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 agree that exclusive jurisdiction for any dispute arising out of this Agreement shall lie with the state and federal courts located within that state unless otherwise mutually agreed in writing.

Entire Agreement

This Agreement, including any exhibits or 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, negotiations, and understandings, whether written or oral. Any modification or amendment to this Agreement must be 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 this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

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