Business Services Flugi JTH

BUSINESS SERVICES AGREEMENT — FLUGI JTH

This Business Services Agreement ("Agreement") is made as of the Effective Date set forth below by and between:

Service Provider Name: Flugi JTH

Client Name:

RECITALS

WHEREAS, Flugi JTH provides professional business services, including but not limited to consulting, technical implementation, project management, and advisory services; and

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

1. SCOPE OF WORK

Flugi JTH will perform the services described below and any additional tasks reasonably related to such services as mutually agreed in writing.

2. PAYMENT TERMS

Client shall pay Flugi JTH the fees and reimbursements set forth in this section in consideration for the performance of the services.

Flugi JTH shall submit invoices to Client in accordance with the Payment Schedule. Unless otherwise stated in an invoice, all undisputed amounts are due within days of Client's receipt of the invoice. Late payments shall incur interest at on the outstanding balance, compounded monthly, or the maximum rate permitted by applicable law, whichever is lower.

3. TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Section.

Start Date:    End Date:

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

Upon termination, Client shall pay Flugi JTH for all services performed and approved expenses incurred through the effective date of termination, together with any non‑cancelable commitments made on Client's behalf.

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose or use except in performance of this Agreement any proprietary or confidential information disclosed by the other party (the "Disclosing Party"). Confidential information includes nonpublic business, technical, financial, or operational information, but does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was lawfully 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 without use of the Disclosing Party's confidential information.

The Receiving Party may disclose confidential information to its employees, contractors and advisors on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those contained herein. The obligations in this Section shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall be protected for so long as they qualify as trade secrets under applicable law.

5. REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Flugi JTH represents that it will perform services in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, FLUGI JTH MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

In no event shall either party be liable for indirect, incidental, consequential, special or punitive damages, nor for lost profits, lost business or loss of goodwill, whether in contract, tort, or otherwise. The aggregate liability of Flugi JTH for any claim arising out of or related to this Agreement shall not exceed the total amounts paid by Client to Flugi JTH under this Agreement in the months preceding the claim.

6. RELATIONSHIP OF THE PARTIES

Flugi JTH shall perform the services as an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship between the parties. Flugi JTH is solely responsible for all compensation, taxes and benefits for its personnel.

7. GOVERNING LAW

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

8. NOTICES

All notices required or permitted by this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may specify in writing.

9. ASSIGNMENT; SEVERABILITY; AMENDMENT; ENTIRE AGREEMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Flugi JTH may assign this Agreement in connection with a merger or sale of substantially all of its assets. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No amendment to this Agreement shall be effective unless in writing and signed by both parties. This Agreement, including all exhibits and written statements of work incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior understandings and agreements relating to the subject matter hereof.

10. EXECUTION

The parties have executed this Agreement by their duly authorized representatives as of the dates set forth below.

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