Business Services Grainger

BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES GRAINGER

This Business Services Agreement ("Agreement") is entered into as of by and between Client Name: , a business having its principal place of business at (hereinafter "Client"), and Service Provider Name: , with address (hereinafter "Provider").

WHEREAS

WHEREAS, Client seeks to obtain business services consisting primarily of procurement support, supplier onboarding, and operational analytics as described in the Scope of Work; and

WHEREAS, Provider represents that it has the expertise, personnel and resources necessary to perform the services and is willing to perform such services on the terms and conditions set forth herein.

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

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner consistent with applicable industry standards. Any change in the scope that materially affects cost or schedule must be documented in a written change order signed by both parties.

PAYMENT TERMS

Invoices shall be submitted to Client by Provider in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of Client's receipt of such invoice. If Client disputes any portion of an invoice in good faith, Client shall notify Provider in writing within the payment period specifying the basis for the dispute and shall pay any undisputed portion timely.

Late payments shall accrue interest at a rate of % per month (or the maximum lawful rate, if lower), measured from the original invoice due date until paid. Provider may suspend performance for invoices unpaid more than days after written notice of intent to suspend, provided Provider continues to perform undisputed obligations.

TERM AND TERMINATION

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

Either party may terminate this Agreement without cause upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach.

Upon termination for any reason, Provider shall deliver to Client all work product completed through the termination date and shall invoice Client for services performed and reimbursable expenses incurred through the termination date. Client shall pay Provider for undisputed amounts in accordance with the Payment Terms.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral or written, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, pricing, customer lists, and technical data. Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement by the receiving party; (ii) was lawfully in the receiving party's possession prior to receipt from the disclosing party; or (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement, and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. The receiving party shall promptly return or destroy, at the disclosing party's direction, all Confidential Information upon termination or expiration of this Agreement.

The parties acknowledge that a breach of this Confidentiality provision may cause irreparable harm for which monetary damages would be inadequate, and the disclosing party shall be entitled to seek injunctive relief and other equitable remedies in addition to any other remedies at law or in equity.

GOVERNING LAW; LIMITATION OF LIABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Except for liability arising from willful misconduct, gross negligence, breaches of confidentiality, or infringement of intellectual property rights, neither party shall be liable to the other for any consequential, incidental, special or punitive damages, and the aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

MISCELLANEOUS

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

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Client may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization without Provider's consent, provided the assignee assumes Client's obligations.

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