Business Services HRLC

BUSINESS SERVICES AGREEMENT — HRLC

Effective Date:

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing human resources, labor compliance, and related consulting services (the "Services"); and

WHEREAS, Client desires to retain Service Provider to perform the Services for Client on the terms and conditions set forth in this Agreement, and Service Provider is willing to perform such Services under those terms;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the parties agree as follows.

Scope of Work

Service Provider shall perform the Services described below. The Services shall include, but are not limited to, the tasks, deliverables, timelines, and responsibilities described in the scope field.

Payment Terms

Compensation: Client shall pay Service Provider the fees set forth below for the Services rendered under this Agreement.

Late Payment: Any amount not paid within days after the invoice due date shall accrue interest at the lesser of (i) % per month, or (ii) the maximum rate permitted by applicable law, plus any costs of collection including reasonable attorneys' fees.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement upon providing the other party with written notice at least days prior to the intended termination date. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate this Agreement 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 non‑public business, technical, employee, payroll, and other information disclosed by a party that is identified as confidential or that reasonably should be understood to be confidential.

Obligation: Each party shall (i) hold Confidential Information of the other in strict confidence, (ii) not disclose such Confidential Information to any third party except as permitted herein, and (iii) use such Confidential Information only to perform its obligations under this Agreement. Each party shall take reasonable measures to protect Confidential Information no less than those it uses to protect its own confidential materials.

Exceptions: Confidential Information shall not include information that is or becomes publicly available through no wrongful act of the receiving party, or that was already rightfully in the receiving party's possession prior to disclosure, or independently developed without use of Confidential Information.

Independent Contractor; Compliance

Relationship: Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employer‑employee relationship, joint venture, or partnership. Service Provider shall be responsible for all employment taxes and other withholding with respect to its personnel.

Compliance: Service Provider warrants that it will perform the Services in compliance with applicable laws, regulations, and professional standards. Client agrees to cooperate with Service Provider and provide access to personnel and information reasonably necessary for performance of the Services.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendments

Entire Agreement: This Agreement, including any exhibits or schedules attached hereto, 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 written or oral.

Amendments: Any amendment or modification of this Agreement must be in writing signed by authorized representatives of both parties.

Limitation of Remedies

Except for each party's breach of the confidentiality provisions or a party's gross negligence or willful misconduct, neither party shall be liable for special, incidental, consequential, punitive, or exemplary damages arising out of this Agreement, and each party's aggregate liability shall not exceed the fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

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