Business Services Furniture Corp

GENERAL BUSINESS AGREEMENT

This General Business Agreement ("Agreement") is made between the parties identified below as of the Effective Date set forth herein.

Parties

Service Provider: Business Services Furniture Corp

Client Name:

Recitals

WHEREAS, Service Provider is engaged in the business of providing furniture, installation, delivery, and related business services, including procurement and on-site setup; and

WHEREAS, Client desires to obtain from Service Provider certain services and deliverables described in this Agreement and Service Provider agrees to provide such services under the terms and conditions set forth herein;

WHEREAS, the parties intend for the terms of their engagement to be governed exclusively by this Agreement.

Scope of Work

Service Provider shall provide the services and deliverables described below (collectively, the "Services"). The Services shall include procurement, delivery, assembly, installation, on-site coordination, and warranty support as specified.

Payment Terms

Client shall pay Service Provider for Services in accordance with the terms set forth below. All amounts are stated in United States dollars.

Late fee (percentage per month):    OR    Flat late fee:

All invoices are due as set forth in the Payment Schedule. Client shall be responsible for reasonable costs of collection, including attorneys' fees, for delinquent payments.

Term and Termination

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

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above after receipt of written notice. Termination shall not relieve Client of payment obligations for Services performed and costs incurred prior to termination.

Confidentiality

Each party acknowledges that in connection with performance under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public, proprietary or business information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Receiving party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to employees, agents or subcontractors who need to know and are bound to confidentiality obligations no less protective than those herein; and (c) exercise reasonable care to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is or becomes publicly available without breach, is rightfully received from a third party without restriction, is independently developed, or is required to be disclosed by law (provided notice is given when legally permissible).

Upon termination or request, receiving party shall promptly return or destroy materials containing Confidential Information and certify in writing that such return or destruction has occurred.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. Except for liability arising from gross negligence, willful misconduct or indemnification obligations, neither party shall be liable for incidental, consequential, special or punitive damages, and the aggregate liability of each party 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.

Insurance

Service Provider shall maintain commercial general liability insurance and workers' compensation insurance as required by law and with coverage limits customary for the services provided. Upon reasonable request, Service Provider shall provide certificates evidencing such coverage.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by personal delivery, certified mail, overnight courier, or email with confirmation of receipt.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of disputes.

Entire Agreement

This Agreement, together with any exhibits or attachments explicitly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to its subject matter. No amendment or modification shall be binding unless in writing and signed by duly authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing herein creates a partnership, joint venture or agency relationship.

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