Business Services Crestview

BUSINESS SERVICES CRESTVIEW — GENERAL SERVICES AGREEMENT

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing business operations, administrative support, consulting, and related professional services in the Crestview region; and

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

WHEREAS, the parties intend that the services, compensation, confidentiality protections, and allocation of risk be governed by the terms of this Agreement.

Scope of Work

Service Provider shall perform the services set forth in the Description of Services with professional skill and care in accordance with generally accepted industry standards. Any material change to the Scope of Work must be documented in a written change order signed by both parties which will specify changes to schedule, price, and deliverables.

Payment Terms

Unless otherwise stated in the Payment Schedule, Client shall pay invoices within days of receipt. Late payments shall incur interest at the lesser of (i) per month or (ii) the maximum rate permitted by law, calculated monthly on the outstanding balance. Client shall also be responsible for any collection costs, including reasonable attorneys' fees, incurred by Service Provider to collect overdue sums.

Term and Termination

This Agreement commences on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, Confidential Information means any non-public information disclosed by one party (Disclosing Party) to the other party (Receiving Party) 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 business plans, financial information, client lists, pricing, trade secrets, and proprietary processes.

The Receiving Party shall: (a) protect Confidential Information with 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 obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its 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. Confidentiality obligations shall survive termination of this Agreement for a period of .

Representations; Compliance; Insurance

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 represents that it will comply with all applicable laws, rules, and regulations in the performance of services and shall maintain insurance coverage customary for its industry, including general liability and professional liability insurance, during the Term.

Indemnification and Limitation of Liability

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 gross negligence or willful misconduct. Except for liability arising from infringement of third-party intellectual property rights, a party's indemnification obligations, or a party's breach of confidentiality, neither party shall be liable to the other for incidental, consequential, punitive, or special damages. The aggregate liability of each party for all claims arising out of or relating to this Agreement shall not exceed the total fees paid to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or by email when receipt is confirmed in the ordinary course of business. Notices to the parties shall be sent to:

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the dispute is not resolved by negotiation within thirty (30) days, the parties agree to submit the dispute to binding arbitration administered in accordance with the commercial arbitration rules in effect at the time of the arbitration, unless the parties mutually agree otherwise in writing.

Entire Agreement; Amendment

This Agreement, including all exhibits and addenda incorporated by reference, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of 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 to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. The parties are independent contractors; nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship. 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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