Business Services Hartdits

BUSINESS SERVICES HARTDITS

This Business Services Agreement ("Agreement") is entered into by and between Service Provider: and Client: . Collectively the "Parties."

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including advisory, operational support, and technical assistance; and

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

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Scope of Work

Service Provider shall provide the services described below. Service Provider will perform the services in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

Client shall pay Service Provider for the services performed according to the following terms. All fees are exclusive of taxes unless otherwise stated and Client shall be responsible for applicable taxes.

Any undisputed amount not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the due date until paid. In addition, Client shall pay reasonable collection costs, including attorneys' fees, for amounts overdue.

3. Term and Termination

Term: This Agreement commences on the Effective Date and continues until the End Date unless earlier terminated as provided below.

Effective Date: . Termination Date: .

Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured thirty (30) days after written notice describing the breach in reasonable detail. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination.

4. Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one Party to the other, whether orally, in writing or by inspection, including but not limited to business plans, customer lists, pricing, financial information, trade secrets, inventions, and proprietary methodologies.

Obligations: Receiving Party shall (a) use Confidential Information solely for performance under this Agreement; (b) limit disclosure to its employees, contractors or agents with a need to know who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that is (i) publicly available through no fault of Receiving Party; (ii) rightfully received from a third party without breach of obligation; (iii) independently developed without use of the other Party's Confidential Information; or (iv) required to be disclosed by law, provided Receiving Party gives prompt written notice to Disclosing Party to allow for protective action.

5. Limitation of Liability

Except for liability arising from gross negligence or willful misconduct, in no event shall either Party be liable to the other for consequential, incidental, punitive, or exemplary damages, even if advised of the possibility of such damages. Each Party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

7. Entire Agreement

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations and agreements, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both Parties.

8. Miscellaneous

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

Independent Contractors: The Parties are independent contractors, and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

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