Business Services Hammermill Template

BUSINESS SERVICES AGREEMENT — HAMMERMILL TEMPLATE

RECITALS

This Business Services Agreement (the Agreement) is made effective as of by and between the parties identified below.

WHEREAS, Service Provider: provides business services, including consulting, operations, and equipment advisory related to hammermill operations; and

WHEREAS, Client: desires to retain Service Provider to perform such services on the terms and conditions set forth herein.

WHEREAS, the parties intend for Service Provider to perform the Scope of Work described below in accordance with the terms of this Agreement.

PARTIES AND CONTACT INFORMATION

Service Provider Entity Type: Corporation LLC Partnership Individual

Client Entity Type: Corporation LLC Partnership Individual

SCOPE OF WORK

Service Provider will perform the following services and deliverables for Client in a professional and workmanlike manner. Specific tasks, milestones, deliverables, and performance standards will be as described below.

PAYMENT TERMS

Compensation: Client shall pay Service Provider a fee equal to $ for the services described above, subject to adjustments described herein.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, a late fee of or % per month (choose one) will apply to overdue balances.

Reimbursable Expenses: Client agrees to reimburse reasonable, preapproved out-of-pocket expenses incurred by Service Provider in connection with performance. Estimated expenses must be approved in writing prior to incurrence. Reimbursement will be made upon submission of receipts and invoice.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing written notice to the other party at least days prior to termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all nonpublic information disclosed by a disclosing party to the 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, including technical data, trade secrets, business plans, customer information, pricing and cost data, and proprietary processes related to hammermill operations.

Obligation: The receiving party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care, (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement, and (c) use Confidential Information solely to perform obligations or exercise rights under this Agreement.

Exclusions: Confidential Information does not include information that (i) was in the public domain at the time of disclosure, (ii) becomes part of the public domain through no fault of the receiving party, (iii) was known to the receiving party prior to disclosure without an obligation of confidentiality, or (iv) is rightfully received by the receiving party from a third party without a duty of confidentiality.

INDEPENDENT CONTRACTOR; INSURANCE

Independent Contractor: Service Provider is an independent contractor and shall be solely responsible for all taxes, withholdings, employee benefits and other obligations associated with its personnel. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the parties.

Insurance: Service Provider shall maintain insurance customary for the industry, including commercial general liability and, if applicable, professional liability insurance, in amounts sufficient to cover liabilities arising from the performance of the services. Upon request, Service Provider will provide certificates of insurance to Client.

INDEMNIFICATION; LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement or gross negligence or willful misconduct in connection with performance hereunder.

Limitation of Liability: EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

NOTICES

All notices, requests, and other communications required or permitted under this Agreement will be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this section.

GOVERNING LAW; DISPUTE RESOLUTION

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 laws principles.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives. If unresolved within thirty (30) days, the dispute may be submitted to mediation, and if still unresolved, to binding arbitration administered in accordance with the parties' agreement to arbitrate.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, together with any exhibits, schedules or 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 and communications, whether oral or written.

Amendment: No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and such provision will be reformed only to the extent necessary to make it enforceable.

SIGNATURES

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