Business Services Hanois

BUSINESS SERVICES HANOIS

PARTIES

Provider Name:

Client Name:

RECITALS

WHEREAS, Provider is engaged in the business of providing professional business services, including strategic advisory, administrative support, and project coordination, and represents that it has the qualifications, experience, and capacity to perform the services described herein;

WHEREAS, Client desires to engage Provider to perform certain services under the terms and conditions set forth in this Agreement, and Provider is willing to provide such services to Client on the terms and conditions established below;

WHEREAS, the parties intend that this Agreement set forth their full understanding with respect to the services, compensation, confidentiality, and other obligations between them;

SCOPE OF WORK

Provider shall perform the services described below in a professional and workmanlike manner in accordance with applicable industry standards. The parties may attach or incorporate statements of work setting specific deliverables, timelines, and acceptance criteria.

PAYMENT TERMS

Client shall pay Provider for the services rendered as follows. Fees exclude applicable taxes unless otherwise stated. Provider shall invoice Client in accordance with the payment schedule below.

Invoices are due within days of invoice date. Late payments shall accrue interest at or the maximum rate permitted by law, whichever is less. Client is responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment obligations.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, continues until the End Date.

Start Date:    End Date:

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence and shall not disclose or use any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" means nonpublic information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations of confidentiality do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Disclosing Party is given prompt notice and, where lawful and practicable, an opportunity to seek protective measures. Upon termination or request, the Receiving Party shall promptly return or destroy the Disclosing Party's Confidential Information.

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

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or infringement of intellectual property rights, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages, including loss of profits. The aggregate liability of either party arising out of or relating to this Agreement shall not exceed the amounts actually paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of this Agreement through negotiation between senior representatives. If negotiation fails, the parties agree that any unresolved controversy or claim shall be submitted to binding arbitration in accordance with the rules of a commercially recognized arbitration institution, and judgment on the award may be entered in any court of competent jurisdiction.

MISCELLANEOUS

Relationship of the Parties: Provider is an independent contractor and nothing contained in this Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship between the parties.

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. No amendment or modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties.

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