Business Services ENDAH

Business Services ENDAH

Agreement Date:

Parties

Recitals

WHEREAS, the Service Provider is engaged in the business of providing professional business services and has represented that it possesses the expertise, personnel, and resources necessary to perform the services contemplated herein; and

WHEREAS, the Client desires to retain the Service Provider to perform the services described in this Agreement on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

The Service Provider shall provide the services described below. The Service Provider will perform the services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Compensation: The Client shall pay the Service Provider the total amount of for the services described in the Scope of Work, subject to the payment schedule below.

Invoices are due within days of receipt unless otherwise agreed in writing. Payments not received within the specified period shall accrue interest at a rate of or the maximum rate permitted by law, whichever is less.

Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with performance of the services upon submission of receipts or other documentation.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of 15 days after written notice specifying the breach.

Upon termination, the Service Provider shall deliver all completed work and all materials for which the Client has paid. The Client shall pay the Service Provider for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any non-public information disclosed by the other party (the "Disclosing 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"). Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction and without breach of this Agreement; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. The Receiving Party shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Intellectual Property; Work Product

Unless otherwise agreed in writing, ownership of all deliverables and work product produced by the Service Provider pursuant to this Agreement shall transfer to the Client upon full payment of all amounts due. The Service Provider retains the right to use for its portfolio and marketing materials any non-confidential aspects of the work product, subject to the confidentiality provisions above.

Independent Contractor; Compliance

The Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties. The Service Provider shall be solely responsible for all taxes, withholdings, and other statutory obligations associated with payments made under this Agreement.

Indemnification and Limitation of Liability

Each party agrees to indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct. Except for liability arising from a party's indemnification obligations or willful misconduct, neither party's aggregate liability under this Agreement shall exceed the total amounts actually paid to the Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration in the governing jurisdiction, or as otherwise mutually agreed in writing.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, by nationally recognized overnight courier, or three days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or such other address as a party may designate in writing.

Signatures

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