Business Services Gersh Agreement

BUSINESS SERVICES GERSH AGREEMENT

This Business Services Gersh Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including consulting, advisory, and operational support specifically tailored to the Client's needs; and

WHEREAS, Client desires to retain Service Provider to perform certain services for Client on the terms and conditions set forth in this Agreement, and Service Provider is willing to provide such services to Client under those terms;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall provide the business services described below. The Scope of Work sets forth the specific tasks, deliverables, performance standards, and timelines. Any material change to the Scope of Work must be agreed in writing by both parties and may be subject to adjustment of fees and schedule.

PAYMENT TERMS

Client shall pay Service Provider for the services described in this Agreement as follows:

Total Compensation: $ payable in accordance with the payment schedule below.

Invoicing: Service Provider shall submit invoices to Client in accordance with the schedule above. Client shall pay undisputed invoices within days of receipt. Amounts not paid when due shall accrue a late fee of % per month or the maximum permitted by law, whichever is lower, until paid in full. Client shall also reimburse Service Provider for reasonable collection costs and interest.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches any obligation under this Agreement and such breach remains uncured thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") in any form 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. Confidential Information includes, without limitation, trade secrets, business plans, financial data, client lists, product designs, and proprietary methodologies.

The Receiving Party shall (a) hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information for any purpose other than performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) is rightfully received by the Receiving Party without restriction from a third party not under an obligation of confidentiality, (iii) was known to the Receiving Party prior to disclosure by the Disclosing Party without breach of an obligation of confidentiality, or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide the Disclosing Party with prompt written notice to permit the Disclosing Party to seek a protective order or other remedy. The Receiving Party may disclose only that portion of Confidential Information that is legally required to be disclosed. The obligations under this Section shall survive termination of this Agreement for years.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR A PARTY'S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, AND TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

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. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of this Agreement.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and not an employee, partner, or joint venturer of Client. Service Provider is solely responsible for all taxes, withholdings, and other statutory, regulatory or contractual obligations of any sort, including worker's compensation insurance.

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or similar transaction.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments specifically incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Counterparts and Electronic Signatures: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be effective to bind the parties.

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