Business Services Entity

BUSINESS SERVICES AGREEMENT

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services and possesses the expertise, personnel and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

SCOPE OF WORK

Service Provider shall provide the services described above (the "Services") in a professional and workmanlike manner consistent with generally accepted industry standards. Deliverables, acceptance criteria, milestones and any required subcontracting shall be as specified in the scope and any attached exhibits. Service Provider shall be solely responsible for selecting the means, methods and personnel used to perform the Services unless otherwise expressly agreed in writing.

PAYMENT TERMS

Client shall pay Service Provider all undisputed invoices within days of receipt. Invoices shall itemize services performed, hours worked (if applicable) and preapproved expenses. Payment shall be made by bank transfer, check or other mutually agreed method.

Late Payment: Unpaid amounts shall accrue interest at a rate of percent per month (or the maximum permitted by applicable law), beginning after a grace period of days following invoice due date. Client shall also be responsible for reasonable collection costs, including attorneys' fees, for collection of overdue amounts.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue in effect until , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for Services rendered and reasonable non-cancellable commitments incurred through the effective date of termination. Service Provider shall deliver all work in progress and reasonably cooperate to effect an orderly transition.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a disclosing party to the receiving party in connection with this Agreement, whether oral, written or electronic, that is identified as confidential or reasonably should be understood to be confidential. Confidential Information does not include information that (a) is or becomes publicly available other than through the receiving party's breach; (b) is already known to the receiving party without obligation of confidentiality; (c) is lawfully received from a third party without confidentiality restriction; or (d) is independently developed by the receiving party.

Obligations: The receiving party shall (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to third parties except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Duration: These confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Service Provider retains ownership of preexisting intellectual property and tools used in performing the Services. Client shall receive a perpetual, non-exclusive license to use deliverables created expressly for Client upon full payment of fees due. Any third-party materials incorporated into deliverables shall be subject to third-party terms and licensing.

INDEMNIFICATION; LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its gross negligence, willful misconduct or material breach of this Agreement. The indemnifying party will pay damages and reasonable costs, including attorneys' fees, finally awarded against the indemnified party.

Limitation of Liability: Except for liability arising from indemnification obligations, breach of confidentiality, or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the total amount actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

INSURANCE

Service Provider shall maintain, at its expense, insurance coverage appropriate to the Services performed, including general liability and professional liability coverage where applicable. Evidence of insurance shall be provided to Client upon request.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Dispute Resolution: The parties agree to attempt in good faith to resolve disputes arising under this Agreement through negotiation. If unresolved, the parties may agree to mediation prior to pursuing any court action. Nothing herein prevents either party from seeking injunctive or other equitable relief.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings.

Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Independent Contractor: The relationship of the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship. Service Provider is responsible for all employment taxes and benefits of its personnel.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or as otherwise designated in writing by the parties.

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