Business Services Equans

BUSINESS SERVICES EQUANS - BUSINESS SERVICES AGREEMENT

Parties

This Business Services Agreement (the Agreement) is entered into between Service Provider: , an entity organized as Corporation LLC Other and Client Name: (collectively, the Parties), effective as of the Effective Date set forth below.

Effective Date:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to operational consulting, project management, and implementation services; and

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

WHEREAS, the Parties intend this Agreement to define the scope, compensation, confidentiality protections and the respective rights and obligations of the Parties.

Scope of Work

Payment Terms

Compensation: Client shall pay Service Provider a total fee of USD for services performed under this Agreement, subject to the payment schedule below.

Invoicing and Payment Terms: Service Provider will invoice Client in accordance with the Payment Schedule. Unless otherwise stated in an invoice, Client shall pay undisputed invoices within days of receipt.

Late Payment: Any amount not paid when due shall accrue interest at a rate of per month (or the maximum rate permitted by law, if less). Client shall also pay reasonable collection costs, including attorneys' fees, for amounts past due.

Expenses and Taxes

Client shall reimburse Service Provider for preapproved, reasonable out-of-pocket expenses incurred in connection with performance of the Services. Such expenses shall be invoiced monthly and supported by receipts. Unless otherwise agreed, fees do not include taxes; Client shall be responsible for sales, use, value-added, or other taxes arising from services rendered, excluding taxes based on Service Provider's income.

Term and Termination

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

Termination for Convenience: Either Party may terminate this Agreement for convenience upon providing 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 15 days after receipt of written notice.

Effect of Termination: Upon termination, Client shall pay Service Provider for all Services performed and authorized expenses incurred through the effective date of termination. Service Provider shall promptly deliver to Client all work-in-progress and final deliverables for which Client has paid.

Confidentiality

Definition: "Confidential Information" means nonpublic information disclosed by one Party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Obligations: The Receiving Party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who need to know and are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the Receiving Party, (ii) was in the Receiving Party's 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.

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 its conflict of laws rules.

Dispute Resolution: The Parties shall attempt in good faith to resolve disputes arising out of or relating to this Agreement promptly by negotiation between executives. If unresolved within 30 days, either Party may pursue any remedy available at law or in equity in the courts of the chosen governing law jurisdiction.

Representations; Insurance; Indemnity

Mutual Representations: Each Party represents that it has the power and authority to enter into this Agreement and to perform its obligations hereunder.

Insurance: Service Provider shall maintain insurance coverage reasonably appropriate for the services provided, including commercial general liability and professional liability insurance where applicable.

Indemnity: Service Provider agrees to indemnify and hold harmless Client from and against claims, liabilities, damages and expenses arising from Service Provider's gross negligence or willful misconduct in performing the Services. Client agrees to indemnify Service Provider for claims arising from Client-provided materials or Client's willful breach of this Agreement.

Entire Agreement; Amendments

Entire Agreement: This Agreement, including all exhibits and attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether oral or written.

Amendments: Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

Notices

Additional Provisions

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