Business Services FarField

Business Services FarField

Parties

Recitals

WHEREAS, Client desires to obtain specialized business services to support strategic growth, operational improvement, or technical development, and Service Provider represents that it has the experience, personnel, and capability to furnish such services on the terms set forth herein.

WHEREAS, the parties wish to record their agreement regarding the nature of the services, payment terms, confidentiality, and other obligations governing the relationship.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services described below (the "Services"). Service Provider shall provide the Services in a professional and workmanlike manner consistent with industry standards and shall assign personnel with the requisite experience and qualifications.

2. Payment Terms

As full compensation for the Services, Client shall pay Service Provider the fees set forth in this Section. Fees shall be payable in U.S. dollars in accordance with the schedule below.

Invoices are due and payable within days of invoice receipt. Past due amounts shall accrue interest at the rate of per month, or the maximum rate permitted by law, whichever is lower.

3. Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the End Date unless earlier terminated as provided below.

Effective Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate for material breach that remains uncured for thirty (30) days after written notice of such breach.

4. Confidentiality

"Confidential Information" means all non-public business, technical, financial, or other information disclosed by one party (Discloser) to the other (Recipient), whether oral, written, or electronic, 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.

Recipient shall: (a) use Confidential Information solely for the purposes of performing obligations under this Agreement; (b) restrict disclosure to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) was rightfully in Recipient's possession prior to disclosure without obligation of confidentiality; (ii) is or becomes publicly available through no wrongful act of Recipient; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information. Upon termination or expiration of this Agreement, Recipient shall, at Discloser's election, return or destroy Confidential Information and certify such destruction.

5. Intellectual Property; Deliverables

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and tools. Client shall receive a non-exclusive, non-transferable license to use deliverables specifically identified as "Work Product" solely for Client's internal business purposes. Any third-party materials used by Service Provider shall be licensed by Service Provider with appropriate rights to permit Client's intended use.

6. Indemnity and Liability

Each party shall indemnify, defend, and hold harmless the other from third-party claims to the extent caused by the indemnifying party's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. 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 law principles. Any disputes arising under this Agreement shall be resolved in the state or federal courts located within that state.

8. Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings, agreements, or representations. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, partnership, or agency relationship.

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