Business Services Free Agreement

BUSINESS SERVICES FREE AGREEMENT

This Business Services Free Agreement (the Agreement) is made and entered into by and between:

Provider Name:     Provider Entity Type: LLC Corporation Individual

Client Name:     Client Entity Type: LLC Corporation Individual

WHEREAS

1. Whereas Provider possesses expertise in providing the business services described herein and is willing to provide those services on a gratuitous basis for the benefit of Client;

2. Whereas Client seeks to obtain the services from Provider for the purposes set forth below and accepts that, except as expressly provided in this Agreement, no fee shall be charged for such services;

3. Whereas the parties desire to set forth their respective rights and obligations in writing to avoid misunderstandings during the term of provision of services.

SCOPE OF WORK

Provider shall perform the services described below for Client. The parties acknowledge that the services are provided free of charge except as expressly set forth in this Agreement.

PAYMENT TERMS

The parties agree that the base fee for the services described in the Scope of Work is: Amount: $ (services are provided free of charge unless otherwise agreed in writing).

Reimbursable expenses: If checked, Provider may be reimbursed only for pre‑approved, documented, and reasonable out‑of‑pocket expenses. Maximum aggregate reimbursable amount: $

If, on a future date, the parties agree in writing that fees will apply, any undisputed amounts not paid when due shall accrue interest at % per month (or the maximum permitted by law, if lower). The foregoing interest provision does not create an obligation to pay amounts not otherwise agreed in this Agreement.

TERM AND TERMINATION

Term Commencement Date: . Termination Date (if any):

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 by the other party that is not cured within thirty (30) days after written notice of such breach.

CONFIDENTIALITY

Definition: "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 the nature of the information and the circumstances of disclosure, including business plans, financial information, and technical data.

Non‑Disclosure and Use Restriction: Receiving Party shall (i) hold Confidential Information in confidence with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) not disclose Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations; and (iii) not use Confidential Information except to perform its obligations under this Agreement.

Exceptions: Confidential Information does not include information that is (a) publicly known through no breach of this Agreement; (b) rightfully received from a third party without restriction; (c) independently developed by Receiving Party without use of Disclosing Party's Confidential Information; or (d) required to be disclosed by law or court order provided that Receiving Party gives prompt notice to Disclosing Party and cooperates in any protective measures.

Duration: The confidentiality obligations shall survive termination of this Agreement for a period of years.

LIMITATION OF LIABILITY; INDEMNITY

Except to the extent resulting from gross negligence or willful misconduct, neither party shall be liable to the other for any consequential, incidental, special, or punitive damages arising out of or relating to this Agreement. Each party shall indemnify the other for third‑party claims arising from its gross negligence or willful misconduct in performing this Agreement.

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 laws principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of Parties: Provider and Client are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, provided that either party may assign to a successor in interest in connection with a merger or sale of substantially all assets.

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