Business Services Glowing Greens

BUSINESS SERVICES AGREEMENT — GLOWING GREENS

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: located at Address: and Client Name: located at Address: .

RECITALS

WHEREAS, Service Provider operates a business offering landscape and horticultural services including sustainable maintenance, planting, and site enhancement under the trade name "Glowing Greens," and possesses the skill and experience necessary to perform the services contemplated by this Agreement; and

WHEREAS, Client desires to retain Service Provider to provide the services described in this Agreement and Service Provider is willing to perform such services under the terms and conditions set forth herein.

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services") in a professional manner in accordance with industry standards. Specific tasks, deliverables, and milestones are described in the Scope of Work field. Any material deviations from the Scope of Work require a written Change Order signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services. All sums are denominated in U.S. dollars unless otherwise stated. Unless agreed otherwise in writing, invoiced amounts not paid when due shall accrue interest and other remedies as set forth below.

All payments shall be made to Service Provider at the address specified above unless otherwise directed in writing. Client shall be responsible for any taxes, duties, or levies imposed on payments other than taxes based on Service Provider's net income.

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 written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate this Agreement immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days following written notice describing the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, visually, or in writing, that is identified as confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information of the other in strict confidence; (b) use Confidential Information solely to perform its 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 contained herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice to the disclosing party and cooperates in any lawful attempt to limit or contest such disclosure. These confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

INDEMNIFICATION

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's breach of this Agreement, willful misconduct, or negligent acts or omissions in the performance of its obligations under this Agreement. The Indemnitee shall promptly notify the Indemnitor of any claim for which indemnification is sought and shall reasonably cooperate in the defense of such claim.

INSURANCE

Service Provider shall maintain commercial general liability insurance and any other insurance reasonably necessary for the performance of the Services. Upon Client's request, Service Provider shall provide evidence of such insurance coverage.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties agree to attempt to resolve disputes first through good faith negotiation. If unresolved, any dispute shall be submitted to binding arbitration in the governing state under the rules mutually agreed upon by the parties.

ENTIRE AGREEMENT

This Agreement, together with any written Change Orders executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Relationship of the parties: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in connection with a merger or sale of substantially all assets.

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