Business Services Dedicated Agreement

BUSINESS SERVICES DEDICATED AGREEMENT

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

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Recitals

WHEREAS, Client requires dedicated business services, including but not limited to the performance of work described in the Scope of Work below, and desires to engage Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the personnel, experience, equipment, and resources necessary to provide dedicated services to Client and is willing to provide such services under the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereby agree as follows:

1. Scope of Work

Service Provider shall provide dedicated business services to Client as described below. Service Provider shall perform the services in a professional manner in accordance with industry standards and the schedule agreed by the parties.

2. Payment Terms

In consideration for the performance of the services, Client shall pay Service Provider in accordance with this Section. All payments shall be made in U.S. Dollars unless otherwise agreed in writing.

Any undisputed amounts not paid within days of the invoice due date shall accrue interest at the lesser of per month or the maximum rate permitted by applicable law. Client remains obligated to pay undisputed portions of invoices on time.

3. Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Additionally, Client may terminate for convenience upon providing days' prior written notice and payment for services performed and expenses reasonably incurred through the effective date of termination.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party (the Disclosing Party) to the other party (the 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, without limitation, business plans, customer lists, pricing, trade secrets, technical data, software, and proprietary methodologies.

The Receiving Party shall (a) use Confidential Information solely for the performance of this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. The obligations under this Section shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

5. Representations; Warranties; Limitation of Liability

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6. Notices and Contacts

All notices required or permitted under this Agreement shall be in writing and delivered to the contacts below by hand, certified mail (return receipt requested), or nationally recognized overnight courier.

7. 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 conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the parties are unable to resolve a dispute through negotiation within thirty (30) days, the dispute shall be submitted to binding arbitration conducted in the chosen governing state, unless the parties mutually agree otherwise in writing.

8. Assignment; Subcontracting; Force Majeure

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets relating to the business without Client's consent. Service Provider may subcontract portions of the work provided that Service Provider remains fully responsible for performance.

Neither party shall be liable for delays or failures in performance resulting from acts beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, governmental action, or failure of suppliers or carriers (Force Majeure). The affected party shall notify the other party promptly and use commercially reasonable efforts to mitigate the effect of the Force Majeure event.

9. Entire Agreement; Amendments

This Agreement, together with any exhibits or schedules 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, proposals, and communications, whether written or oral. No amendment, modification, or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

10. Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors under this Agreement; nothing herein shall create a partnership, joint venture, or agency relationship. Headings are for convenience only and shall not affect interpretation.

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