Business Services Deco Elite

Business Services Deco Elite — General Business Agreement

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

Client Name: ; Address:

Service Provider Name: ; Address:

WHEREAS

WHEREAS, Client requires certain business services described herein for the operation, branding, and interior/exterior decoration and related consulting (the Services); and

WHEREAS, Service Provider possesses the necessary expertise, personnel, and equipment to perform the Services and is willing to perform such Services on the terms set forth in this Agreement; and

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

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Service Provider the total amount of $ (the Contract Amount) for satisfactory completion of the Services described above, subject to adjustments only as set forth in this Agreement.

Invoices: Service Provider will submit written invoices in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt.

Late Payment: Past due amounts shall accrue interest at a rate of % per month, or the maximum rate permitted by law, whichever is less. Additionally, a one-time late fee of $ will apply to invoices unpaid beyond the net period.

TERM AND TERMINATION

Term: The term of this Agreement begins on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Client shall pay Service Provider for Services performed and costs reasonably incurred through the effective date of termination.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach with reasonable specificity.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public, proprietary information disclosed by one party to the other, whether written, oral, or electronic, including business plans, designs, pricing, samples, client lists, trade secrets, and technical data, excluding information that (a) is or becomes generally available to the public through no fault of the receiving party; (b) was already in the receiving party's possession without restriction prior to disclosure; or (c) is rightfully received from a third party without restriction.

Obligations: The receiving party shall (i) hold Confidential Information in strict confidence; (ii) use Confidential Information only for performance under this Agreement; and (iii) restrict disclosure to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Receiving party shall implement reasonable administrative and technical safeguards to protect Confidential Information.

Remedies: Disclosure or use of Confidential Information in breach of this Agreement will cause irreparable harm for which monetary damages may be inadequate; accordingly, the disclosing party is entitled to seek injunctive relief in addition to any other remedies at law or in equity.

INDEPENDENT CONTRACTOR; INSURANCE; COMPLIANCE

Status: Service Provider is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Service Provider is responsible for all taxes and benefits for its employees and subcontractors.

Insurance: Service Provider shall maintain commercially reasonable insurance, including general liability and workers' compensation as required by law, and shall provide certificates upon request.

Compliance: Each party shall comply with applicable laws and regulations in performing its obligations under this Agreement.

LIMITATION OF LIABILITY; INDEMNIFICATION

Limitation: Except for breaches of confidentiality, willful misconduct, or gross negligence, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and aggregate liability shall not exceed the total amount paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Indemnification: Service Provider shall indemnify and hold Client harmless from third-party claims arising from Service Provider’s negligence, willful misconduct, or material breach of this Agreement. Client shall indemnify Service Provider for claims arising from Client’s negligence or breach.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction where the primary project site is located, without regard to conflicts of law principles.

Disputes: The parties agree to attempt in good faith to resolve disputes by negotiation between senior representatives. If unresolved, the parties will pursue mediation prior to initiating litigation. Remedies are cumulative and do not preclude equitable relief.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, including all exhibits and referenced attachments, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Amendment: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision to effect the original intent.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all assets related to the Services.

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