Business Services Elinga

Business Services Elinga

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing business process and consulting services under the name Business Services Elinga;

WHEREAS, Client desires to retain Service Provider to perform certain services and Service Provider is willing to provide such services pursuant to the terms and conditions set forth in this Agreement;

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

1. Scope of Work

Service Provider shall perform the services described below for Client in accordance with the timelines and deliverables set forth in this Agreement.

2. Payment Terms

As full compensation for the services performed under this Agreement, Client shall pay Service Provider in accordance with the terms set forth below.

Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, plus all costs of collection, including reasonable attorneys' fees. Service Provider may suspend performance for overdue payments after providing seven (7) calendar days' written notice to Client.

3. 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 cause if the other party materially breaches any provision and fails to cure such breach within the notice period specified above. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

4. Confidentiality

For the purposes of this Agreement, "Confidential Information" means information disclosed by a 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, including business plans, client lists, pricing, trade secrets, and technical information. Each recipient shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted by this Agreement, and (c) use Confidential Information solely to perform obligations under this Agreement. Confidentiality obligations shall not apply to information that is (i) publicly known through no breach of this Agreement; (ii) rightfully received from a third party without restriction; or (iii) independently developed without use of Confidential Information.

Upon termination or expiration of this Agreement, each party shall promptly return or destroy the other party's Confidential Information and certify such return or destruction upon request.

5. Governing Law

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.

6. Entire Agreement

This Agreement, including all exhibits and attachments hereto, 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. Any modifications or waivers must be in writing and executed by authorized representatives of both parties.

7. Miscellaneous

Neither party shall 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 merger or sale of substantially all its assets. The headings in this Agreement are for convenience only and shall not affect interpretation.

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