Business Services Denark

BUSINESS SERVICES DENARK

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

Parties

Recitals

WHEREAS, Client requires certain business services related to operations, consulting, and related deliverables as described in this Agreement; and

WHEREAS, Service Provider represents that it has the requisite expertise, personnel, and resources to perform the services under this Agreement and agrees to perform such services in a professional and workmanlike manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will render services to Client.

Scope of Work

Service Provider shall perform the services and deliver the deliverables described in the Scope of Work below. The Scope of Work shall identify tasks, milestones, deliverables, and acceptance criteria.

Payment Terms

Client agrees to pay Service Provider the fees set forth below in consideration for the services performed. All fees are exclusive of applicable taxes unless otherwise stated.

All undisputed invoices shall be paid in full in accordance with the invoice terms. If Client fails to pay any undisputed amount when due, Service Provider may suspend performance after giving five (5) business days' written notice. Client shall reimburse Service Provider for all reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Either party may terminate for convenience upon days' prior written notice to the other party. Termination shall not affect accrued payment obligations or rights that by their nature survive termination.

Confidentiality

Each party (the Receiving Party) shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the Disclosing Party) disclosed in connection with this Agreement. "Confidential Information" means non-public information 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, including business plans, customer lists, pricing, trade secrets, and technical information.

The Receiving Party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors, or advisors who need to know such information and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information. Confidential Information shall not include information that: (i) is or becomes generally available to the public through no act or omission of the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is rightfully received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

Intellectual Property

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business purposes. Service Provider retains all right, title, and interest in any pre-existing intellectual property, methodologies, tools, and templates. Any work product specifically identified and delivered as a deliverable and expressly assigned in writing shall be owned by Client upon full payment.

Representations and Warranties; Indemnity

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. Except for the foregoing warranty, services are provided "AS IS" and Service Provider disclaims all other warranties, express or implied. Client shall indemnify and hold harmless Service Provider from third-party claims arising from Client's misuse of the deliverables or Client-provided materials. Service Provider shall indemnify Client for third-party claims arising from Service Provider's gross negligence or willful misconduct in the performance of services.

Governing Law and Dispute Resolution

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 shall first attempt in good faith to resolve disputes by negotiation. If the dispute is not resolved within thirty (30) days, either party may pursue any available legal or equitable remedies in the state or federal courts located in the county of the governing state.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for incidental, special, consequential, or punitive damages, and the aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Entire Agreement; Amendments

This Agreement, together with any exhibits or statements of work 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, or representations, written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, or agency relationship.

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