Business Services eLuma

BUSINESS SERVICES AGREEMENT — eLuma

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Provider Name: with principal place of business at ("Provider"), and Client Name: with principal place of business at ("Client").

RECITALS

WHEREAS, Provider operates a business providing professional business services, including consulting, software configuration, training, and related deliverables tailored to organizational operations; and

WHEREAS, Client desires to engage Provider to perform certain services for Client pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it has the personnel, expertise, and authority to perform the services described in this Agreement.

SCOPE OF WORK

Provider shall perform the services described below and any additional work agreed in writing by the parties. Provider will deliver work products, reports, and other deliverables in accordance with the accepted schedule. Specific tasks, deliverables, acceptance criteria, and milestones are described in the space below.

PAYMENT TERMS

Client shall pay Provider in accordance with the following fee structure. All amounts are payable in lawful currency and are exclusive of taxes unless otherwise stated.

Unpaid amounts are subject to a late fee of on outstanding balances, plus all reasonable collection costs and attorneys' fees. In addition, Provider may suspend performance for invoices unpaid beyond days after receipt of invoice.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve Client of the obligation to pay for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential. Each party will: (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was in the receiving party's lawful possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Upon termination or at the disclosing party's request, the receiving party will promptly return or destroy all Confidential Information and certify such destruction if requested. The parties acknowledge that monetary damages may be inadequate and that the disclosing party may seek injunctive relief for breaches of confidentiality.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, Provider retains ownership of its pre-existing intellectual property, tools, methodologies, templates, and software. All deliverables created exclusively for Client in performance of this Agreement ("Work Product") will be owned by Client upon full payment of amounts due; provided, however, that Provider retains a perpetual, non-exclusive, royalty-free license to use aggregated, de-identified, or general know-how derived from the engagement for Provider's business purposes.

LIMITATION OF LIABILITY; INDEMNIFICATION

Each party agrees to indemnify, defend, and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or breach of confidentiality. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the county where Provider's principal place of business is located for disputes arising under this Agreement.

This Agreement, including any statements of work or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, communications, and agreements, whether written or oral. Any amendment or modification must be in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets. Notices under this Agreement shall be in writing and sent to the addresses set forth at the beginning of this Agreement or such other address as a party designates in writing.

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