Business Services Dryzone

BUSINESS SERVICES AGREEMENT — DRYZONE

This Business Services Agreement ("Agreement") is entered into as of between Provider Name: and Client Name: .

PARTY CONTACT INFORMATION

RECITALS

WHEREAS, Provider is engaged in the business of providing specialized business services under the tradename Dryzone, including but not limited to consulting, site assessment, mitigation planning, and implementation of moisture and environmental control systems; and

WHEREAS, Client desires to retain Provider to perform the services described in this Agreement and Provider is willing to provide such services on the terms and conditions set forth herein.

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

SCOPE OF WORK

Provider shall provide the services and deliverables described below. The description below is intended to be specific and binding; any material change shall require a written change order signed by both parties.

PAYMENT TERMS

Total Contract Price: $. Payments shall be made in accordance with the schedule set forth below.

Deposit Amount: $ due upon execution. Invoiced amounts are due within days of invoice date.

Late Payment: Any amounts not paid when due shall accrue a late fee equal to % per month (or the maximum lawful rate if lower), plus all reasonable collection costs, including attorneys' fees. Client shall not withhold or set off amounts except as expressly agreed in writing.

TERM AND TERMINATION

Term: This Agreement commences on and, unless earlier terminated in accordance with this Agreement, shall expire on .

Termination for Cause: Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation and fails to cure such breach within days after receipt of written notice.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Upon termination, Client shall pay Provider for all services performed and reasonable costs incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each party shall (a) use Confidential Information only for the performance of its obligations under this Agreement; (b) restrict disclosure to employees, contractors, and agents on a need-to-know basis who are bound to protect it at least as stringently as the receiving party; and (c) exercise at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by applicable law or valid court order, provided the disclosing party is given prompt notice and the disclosure is limited to the extent legally required.

Duration: The obligations under this Confidentiality section shall survive termination of this Agreement for years.

INSURANCE AND COMPLIANCE

Provider shall maintain general liability and professional liability insurance appropriate to the services performed. Provider shall perform services in compliance with all applicable laws, codes, and regulations. Provider shall provide certificates of insurance upon Client's reasonable request.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, each party's aggregate liability to the other for any claim arising under or related to this Agreement shall not exceed the total amounts paid or payable by Client to Provider under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Exclusive jurisdiction for any suit arising from this Agreement shall be in the state or federal courts located within that State.

ENTIRE AGREEMENT; AMENDMENT

This Agreement (including all exhibits and change orders executed by the parties) constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous proposals, negotiations, representations, and agreements, whether oral or written. No modification or amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to substantially all of the assigning party's business.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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