Business Services Franzol

Business Services Franzol — Business Services Agreement

This Business Services Agreement ("Agreement") is made and entered into effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires certain business services, including consulting, operational support, and related deliverables, as more fully described herein; and

WHEREAS, Service Provider operates under the trade name "Franzol" and possesses experience and capability to provide the services sought by Client; and

WHEREAS, the parties desire to set forth the terms and conditions that will govern the provision of such services.

Scope of Work

Service Provider shall perform the services and deliver the deliverables described below (collectively, the "Services"). The Services shall be performed in a professional manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider the compensation described below in consideration for the Services. All amounts are stated in United States dollars unless otherwise agreed in writing.

All invoices issued by Service Provider shall be payable within days of receipt by Client. Payment shall be made by check, electronic transfer, or other method agreed in writing.

Overdue amounts shall incur a late fee equal to percent per month (or the maximum rate permitted by applicable law, if lower), calculated from the original due date until paid in full. If any check or transfer is returned for insufficient funds, Client shall reimburse Service Provider for any bank fees and may be required to make subsequent payments by certified funds.

Term and Termination

This Agreement commences on the Start Date set forth below and, unless earlier terminated as provided herein, continues until the End Date set forth below or until the Services are completed and final payment is made.

Start Date:     End Date:

Either party may terminate this Agreement for any material breach by the other party that remains uncured for a period of days after written notice specifying the breach. Either party may also terminate for convenience upon days' prior written notice. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information includes without limitation business plans, pricing, customer lists, trade secrets, technical data, methodologies, and know-how.

The Receiving Party shall (a) use Confidential Information of the Disclosing Party solely for the performance of its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its personnel and subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect the confidentiality of such information. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

Independent Contractor; Insurance

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Service Provider shall be responsible for all taxes and withholdings related to any compensation paid hereunder and shall maintain insurance coverage appropriate to its business and the Services performed.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability to the other for any claim arising out of or relating to this Agreement shall be limited to the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration conducted in the county of the governing law state, before a single arbitrator in accordance with commercially reasonable arbitration procedures.

Entire Agreement; Amendment

This Agreement, including any exhibits 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, understandings, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Notices and communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice). Notices are effective upon receipt.

Miscellaneous

The parties agree that: (a) neither party may assign this Agreement without the prior written consent of the other, except to a successor to substantially all of its business by merger or sale of assets; (b) the invalidity or unenforceability of any provision shall not affect the remaining provisions; and (c) headings are for convenience only and shall not affect interpretation.

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