Business Services Gioffre

Business Services Agreement — Gioffre

Effective Date:

Parties

Recitals

WHEREAS, Client Name: desires to obtain certain business services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel and resources to perform the services set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will perform such services for Client.

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The scope of work includes deliverables, milestones and acceptance criteria as set forth in the following description:

Payment Terms

Client shall pay Service Provider the compensation set forth below in consideration for the services rendered. All fees are earned upon performance and are non-refundable except as expressly provided in this Agreement.

Payment is due within days of receipt of a proper invoice. Invoices shall itemize work performed and shall reference any applicable milestone or deliverable.

Late payments shall accrue interest at on the unpaid balance, compounded monthly, or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: , 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 immediately for cause upon material breach by the other party that remains uncured after ten (10) days' written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all work performed and expenses incurred through the effective date of termination, including any non‑cancelable commitments made in good faith.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other. "Confidential Information" means non-public business, technical, financial and other information that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances.

The receiving party shall (a) hold Confidential Information in confidence using at least the same care it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information to third parties except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidentiality obligations shall survive termination for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Indemnification

Each party shall indemnify, defend and hold harmless the other party, its officers, directors and employees from and against any third‑party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of the indemnifying party's negligent acts, willful misconduct or material breach of this Agreement.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or a party's indemnification obligations, neither party shall be liable to the other for lost profits, loss of business, indirect, incidental, punitive or consequential damages. The total aggregate liability of either party arising under this Agreement shall not exceed the fees paid 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 conflicts of law principles.

Entire Agreement

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

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets.

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