Business Services Exomind Central

Business Services Agreement — Exomind Central

This Business Services Agreement ("Agreement") is made and 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 .

Recitals

WHEREAS, Service Provider operates a technology and professional services business providing business process optimization, software integration, analytics, and advisory services under the trade name Exomind Central and possesses the experience, personnel, and resources necessary to perform the Services described in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform certain business services on the terms and conditions set forth in this Agreement, and Service Provider agrees to perform such services for Client in accordance with those terms and conditions.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

Scope of Work

Payment Terms

Total Compensation: $ . Payment shall be made in accordance with the schedule below and subject to the following terms.

Late Payment: Invoices not paid within days after the invoice date shall incur a late fee equal to percent per month on the outstanding balance, or the maximum permitted by law, whichever is less. Client shall also reimburse Service Provider for collection costs, including reasonable attorneys' fees, incurred in collecting past-due amounts.

Term and Termination

Term Commencement Date: . Term Expiration Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate this Agreement immediately for material breach by the other party if the breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether disclosed orally, visually, or in writing, that is designated as confidential or that, by its nature, should reasonably be considered confidential.

Obligations: The Receiving Party shall (i) use Confidential Information solely for the performance of this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care, and (iii) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

Exclusions and Compelled Disclosure: Confidential Information does not include information that is (i) or becomes generally available to the public other than as a result of a breach of this Agreement, (ii) rightfully received from a third party without restriction, or (iii) independently developed without reference to the Disclosing Party's Confidential Information. If a Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party and cooperate in seeking a protective order or other appropriate protection.

Indemnification

Each party (the "Indemnitor") shall indemnify, defend, and hold harmless the other party (the "Indemnitee") from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of Indemnitor's gross negligence, willful misconduct, or material breach of its representations, warranties, or obligations under this Agreement.

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 principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits, statements of work, and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to 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 made in writing and signed by authorized representatives of both parties.

Miscellaneous

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Each party shall be solely responsible for its own taxes, benefits, and obligations to its employees and contractors.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect to the greatest extent permitted by law.

Contact and Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party may designate by written notice.

The parties certify that they have the full right, authority, and capacity to enter into and perform this Agreement and that the individuals signing below are authorized to bind their respective parties.

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