Business Services GCP Agreement

BUSINESS SERVICES GCP AGREEMENT

Parties

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein, and Service Provider represents that it has the experience and capability to perform such services in accordance with the terms of this Agreement effective as of (the "Effective Date");

WHEREAS, Service Provider will provide professional services and deliverables to Client as set forth in the Scope of Work, and the parties wish to memorialize their respective rights and obligations under this Agreement.

Scope of Work

Service Provider shall perform the services and deliver the deliverables described below. The parties agree that any material change to the Scope of Work will require a written amendment signed by both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in accordance with the schedule. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Service Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise stated on the invoice, amounts are due within days of receipt. Late payments shall accrue interest at per month (or the maximum permitted by law), plus a late charge of for each delinquent invoice.

Client will reimburse Service Provider for pre‑approved, reasonable out-of-pocket expenses incurred in connection with performance. Describe expense approval process:

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within days following delivery of written notice specifying the breach. Upon termination, Client shall pay Service Provider for all fees and approved expenses incurred through the effective date of termination and for work in progress as reasonably allocable to deliverables.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that, under the circumstances, ought reasonably to be understood as confidential. Confidential Information excludes information that: (a) is or becomes generally available to the public other than as a result of a disclosure by the receiving party; (b) was lawfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; 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 no less than a reasonable standard of care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations of confidentiality shall survive termination for a period of unless a longer period is required by applicable law.

Intellectual Property

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, non-transferable license to use deliverables delivered under this Agreement solely for Client's internal business purposes. Service Provider retains all right, title and interest in pre-existing intellectual property and tools; to the extent any pre-existing materials are incorporated into deliverables, Service Provider grants Client a license to use such pre-existing materials only as embedded in the deliverables.

Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. EXCEPT FOR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE PRIOR TWELVE (12) MONTHS.

Governing Law

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.

Entire Agreement; Amendment; Assignment

This Agreement, including any exhibits or attachments expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture or agency relationship.

Execution

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

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