Business Services HNRX

BUSINESS SERVICES HNRX

This Business Services Agreement (the "Agreement") is entered into as of by and between Client Name: located at and Service Provider Name: located at .

RECITALS

WHEREAS, Client desires to obtain certain business services described herein to improve, support, or enhance Client's operations; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform such services and is willing to provide those services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement of Service Provider by Client.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The scope may be amended only by a written change order signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimburse expenses as set forth below. All sums are payable in U.S. dollars unless otherwise agreed in writing.

Service Provider will submit invoices to Client. Unless otherwise specified on the invoice, payment is due within days of receipt. Overdue amounts shall accrue interest at per month (or the maximum permitted by law), plus reasonable costs of collection.

Client will reimburse pre-approved out-of-pocket expenses incurred by Service Provider in connection with performance, provided that Service Provider submits itemized receipts. Reimbursable expenses do not include ordinary overhead or personnel costs unless expressly agreed.

TERM AND TERMINATION

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

Start Date:   End Date:

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice. Either party may terminate without cause by providing written notice at least days prior to the effective termination date. Termination does not relieve Client of its obligation to pay fees earned through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all Confidential Information disclosed by the other party (the "Disclosing Party") and shall not use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement. "Confidential Information" includes business plans, financial information, client lists, trade secrets, technical data, and other non-public information designated as confidential or that by its nature should reasonably be understood to be confidential.

The obligations of confidentiality do not apply to information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure without obligation of confidentiality; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of Confidential Information. Upon termination of this Agreement, Receiving Party shall return or destroy all Confidential Information as requested by Disclosing Party. Confidentiality obligations shall survive termination for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets.

ADDITIONAL PROVISIONS

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider is solely responsible for withholding and paying all taxes on amounts paid hereunder and for maintaining required insurance.

Indemnification: Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, and expenses arising from its gross negligence or willful misconduct in connection with this Agreement.

Limitation of Liability: Except for liability arising from breach of confidentiality or from each party's gross negligence or willful misconduct, neither party shall be liable to the other for indirect, special, incidental, or consequential damages, and each party's aggregate liability shall not exceed the total fees paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the claim.

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 agree that exclusive venue for disputes shall be the state or federal courts located in such state.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment must be in writing and signed by duly authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party designates by written notice. Notices shall be effective upon personal delivery, confirmed overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

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