Business Services FALCO

BUSINESS SERVICES AGREEMENT — FALCO

Parties

Recitals

WHEREAS, Provider: is engaged in the business of providing business services, including consulting, systems integration, and operational support; and

WHEREAS, Client: desires to engage Provider to perform certain services as set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows with an Effective Date of .

Scope of Work

Provider will perform the services described below (the "Services"). Provider shall deliver Services in a professional and workmanlike manner in accordance with industry standards and the delivery schedule agreed by the parties.

Payment Terms

Client shall pay Provider the fees set forth below in exchange for the Services. Fees are exclusive of taxes unless required by law. Provider shall invoice Client in accordance with the schedule below, and Client shall pay each invoice within the Payment Due Days shown.

Term and Termination

This Agreement commences on the Start Date of and continues until the End Date of , unless earlier terminated as set forth below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice.

Confidentiality

Each party shall retain in confidence all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is (i) publicly known without breach of this Agreement, (ii) rightfully received from a third party without restriction, or (iii) independently developed without use of the other's Confidential Information.

The receiving party will use Confidential Information solely to perform its obligations under this Agreement and will not disclose such Confidential Information except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidentiality obligations will survive termination for a period of years.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider retains all rights in Provider's pre-existing tools, methodologies, software, and materials. Provider hereby grants Client a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes upon full payment. Any third-party materials embedded in deliverables remain subject to their respective licenses; Provider shall disclose such third-party components in writing.

Representations, Warranties and Indemnity

Each party represents that it has the authority to enter into this Agreement. Provider warrants that Services will be performed in a professional manner consistent with industry standards for a period of 30 days following delivery. Provider's sole obligation for breach of the foregoing warranty shall be to re-perform the deficient Services or refund fees paid for the deficient Services. Each party agrees to indemnify and hold harmless the other from third-party claims arising from the indemnifying party's gross negligence or willful misconduct.

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. Exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located in that state.

Entire Agreement

This Agreement, together with any Schedules or Statements of Work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment will be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement must be in writing and delivered to the addresses set forth in the Parties section or to such other address as a party designates by notice. Notices are effective upon receipt.

Miscellaneous

The parties agree that neither party will be liable for consequential, incidental, special, punitive or exemplary damages, except for liability arising from gross negligence or willful misconduct. If any provision of this Agreement is held invalid, the remainder will continue in full force and effect.

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

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