Business Services Exomind

BUSINESS SERVICES AGREEMENT — EXOMIND

This Business Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: with principal place of business at and Client Name: with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Service Provider is engaged in the business of providing software, analytics, advisory, and related business services, including but not limited to process optimization, data analysis, and platform integration; and

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

WHEREAS, the Parties intend for this Agreement to govern the scope, payment, confidentiality, and allocation of risks with respect to the services to be provided.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the following payment terms. All monetary amounts are in United States dollars unless otherwise specified.

Invoices shall be issued by Service Provider in accordance with the payment schedule and are due Net days from invoice date. Late payments will accrue interest at % per month (or the maximum permitted by law, if less), calculated monthly on the outstanding balance. Client shall also be responsible for any reasonable collection costs, including attorneys' fees, for overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue 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 immediately for cause if the other Party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

Upon termination, each Party shall return or destroy Confidential Information of the other Party in accordance with the Confidentiality section below. Any provisions that by their nature survive termination shall continue in effect.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other that is designated as confidential or would reasonably be understood to be confidential given the nature of the information. Confidential Information includes business and technical information, trade secrets, pricing, customer lists, and proprietary algorithms, but does not include information that is or becomes publicly known through no fault of the recipient, was rightfully in the recipient's possession prior to disclosure, is independently developed by the recipient, or is rightfully obtained from a third party without restriction.

The recipient shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisers who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations in this section shall survive for after termination or expiration of this Agreement.

INTELLECTUAL PROPERTY

All pre-existing intellectual property of each Party remains the sole property of that Party. Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Client's internal business purposes only. Service Provider retains ownership of methodologies, tools, templates, algorithms, and software developed or used by Service Provider in providing the Services, provided that Service Provider grants to Client a limited right to use any custom deliverables as described above.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from a Party's gross negligence, willful misconduct, or violation of confidentiality or indemnification obligations, each Party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither Party shall be liable for incidental, consequential, punitive, or special damages.

Service Provider shall indemnify and hold harmless Client from third-party claims arising from Service Provider's gross negligence or willful misconduct in performing the Services. Client shall indemnify and hold harmless Service Provider from claims arising from Client's misuse of deliverables or Client-supplied data or materials.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or statements of work executed under this Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided that the assignee assumes all obligations under this Agreement.

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