Business Services Eucharis

BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES EUCHARIS

Effective Date:

Parties

Service Provider:    Business Address:

Client Name:    Client Address:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including without limitation consulting, project management, and operational support; and

WHEREAS, Client desires to retain Service Provider to perform certain services described herein 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 contained herein, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Any change in the Scope of Work will require a written change order signed by both parties, specifying adjustments to fees and schedule.

Payment Terms

Invoicing: Service Provider will invoice Client in accordance with the Payment Schedule. Unless otherwise stated on an invoice, amounts are due within days of Client's receipt of each invoice.

Late Fee: Unpaid amounts will accrue a late fee equal to the greater of % per month or , calculated from the invoice due date until paid in full. Payments received shall be applied first to accrued fees, then to interest, and then to principal amounts owed.

Payment Methods: Wire Transfer    Check    Card

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement for any reason 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 days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that in the course of performing this Agreement it may receive Confidential Information of the other party. "Confidential Information" includes non-public business, technical, financial, and customer information. The receiving party shall (a) hold such Confidential Information in strict confidence, (b) not disclose it to any third party except as required for performance under this Agreement, and (c) use it solely for the purposes of this Agreement. Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement, is received from a third party without breach of any obligation of confidentiality, or is independently developed by the receiving party.

Intellectual Property; Work Product

Unless otherwise agreed in writing, all deliverables and work product created by Service Provider specifically for Client under this Agreement shall be deemed "work made for hire" and ownership of such deliverables shall vest in Client upon full payment. Service Provider retains ownership of its pre-existing methodologies, tools, know-how, and materials, and grants Client a perpetual, non-exclusive license to the extent necessary to use delivered work product.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims, losses, liabilities and expenses arising from its willful misconduct or gross negligence. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Independent Contractor

Service Provider is an independent contractor. Nothing in this Agreement will be construed to create an employer-employee, agency, partnership, or joint venture relationship between the parties. Service Provider is responsible for all taxes and other obligations arising from its performance.

Notices

Governing Law; Entire Agreement

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

Entire Agreement: This Agreement, together with any exhibits and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

Counterparts and Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed binding.

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