Business Services Flourish

Business Services Flourish — General Business Services Agreement

This General Business Services Agreement (the Agreement) is made effective as of Effective Date: by and between Client Name: , with principal address: ; and Service Provider Name: , with principal address: .

RECITALS

WHEREAS, Client desires to retain the services of Service Provider to perform business development, operational improvement, marketing support, and related advisory services intended to promote the growth and operational health of Client's business; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and capacity to provide the services described in this Agreement in a professional and commercially reasonable manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which such services will be provided.

SCOPE OF WORK

PAYMENT TERMS

All amounts stated in this Agreement are payable in United States dollars unless otherwise agreed in writing. Service Provider shall invoice Client in accordance with the agreed payment schedule. Client shall pay undisputed invoices within the number of days specified in the payment schedule; disputed amounts shall be raised in writing within five (5) business days of receipt of the invoice and resolved in good faith.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of Notice Period: days after written notice of the breach. Either party may terminate without cause upon Prior Written Notice: days' prior written notice.

Upon termination, Client shall pay Service Provider for all services performed and expenses reasonably incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether in writing, orally, or by inspection, 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 excludes information that: (a) is or becomes generally known to the public other than by breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) 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; (ii) use Confidential Information solely to perform obligations or exercise rights under this Agreement; and (iii) not disclose Confidential Information to any third party except as required by law or to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidentiality obligations shall continue for Confidentiality Duration: from the date of disclosure.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, all work product created specifically for Client pursuant to this Agreement shall be deemed "work made for hire" and ownership shall vest in Client upon full payment of all fees due. Service Provider retains ownership of its pre-existing methodologies, templates, tools, and know-how, and grants to Client a non-exclusive, non-transferable license to use such materials solely to receive the benefits of the services.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property rights, neither party shall be liable for indirect, special, incidental, consequential, or punitive damages, and the aggregate liability of either party for any claim arising under or related to this Agreement shall not exceed the total fees paid to Service Provider under this Agreement during the three (3) month period preceding the event giving rise to the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or in connection with this Agreement through negotiation. If negotiations fail, the parties agree to submit the dispute to binding arbitration in the governing state unless a party seeks provisional injunctive relief in a court of competent jurisdiction.

ENTIRE AGREEMENT

This Agreement (including any exhibits or attachments signed by the parties) sets forth the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a sale of substantially all of its assets or a change of control. Notices shall be in writing and delivered to the addresses provided in this Agreement or as otherwise notified in writing.

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