Business Services Haven

BUSINESS SERVICES HAVEN GENERAL BUSINESS AGREEMENT

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

RECITALS

WHEREAS, Service Provider operates a business known as Business Services Haven providing consulting, operational support and related business services to commercial clients; and

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

WHEREAS, the parties intend that the services, deliverables and compensation be set forth in writing to define the respective rights and obligations of the parties.

SCOPE OF WORK

Service Provider shall provide the services, deliverables and milestones described below. Service Provider shall perform in a professional manner consistent with industry standards and shall use qualified personnel.

PAYMENT TERMS

Compensation for the services provided under this Agreement shall be as follows.

Invoices are due Net days from invoice date. Past due amounts shall accrue interest at the rate of % per month or the maximum rate permitted by law, whichever is less. Client shall also reimburse reasonable collection costs, including attorney fees, incurred by Service Provider to collect overdue sums.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as set forth herein.

Either party may terminate this Agreement for convenience upon providing written notice at least days 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.

Upon termination, Client shall pay Service Provider for all work performed to the date of termination and for non-cancellable commitments reasonably made prior to termination. Returned or retained deliverables shall be handled as set forth in the Scope of Work.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by a party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that is: (a) already in the receiving party's possession without restriction; (b) becomes publicly available through no fault of the receiving party; (c) rightfully received from a third party without restriction; or (d) independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Required disclosures by law shall be made only after prompt notice to the disclosing party and, where feasible, opportunity to seek protective measures.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and methodologies. All work product created specifically for Client under this Agreement shall be the property of Client upon full payment of all fees, except for any underlying tools, templates, know-how or software of Service Provider which remain Service Provider's sole property. The parties grant each other only the limited licenses necessary to perform their respective obligations.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against claims, liabilities, damages and expenses (including reasonable attorney fees) arising from the indemnifying party's gross negligence or willful misconduct or breach of its obligations under this Agreement.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A MATERIAL BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

INDEPENDENT CONTRACTOR; ASSIGNMENT

Service Provider is an independent contractor and not an employee, partner or agent of Client. Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized courier, or certified mail, return receipt requested, or by electronic mail if receipt is confirmed. Notices are effective upon receipt.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, war, riot, labor disputes, governmental action, pandemics, supply chain interruptions, or utility failures. The affected party shall provide prompt written notice and shall use commercially reasonable efforts to resume performance.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration in the county of the Service Provider's primary place of business, under the arbitration rules chosen by the parties.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation. The parties acknowledge that they have read and understand this Agreement and that each has had an opportunity to consult legal counsel.

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