Business Services JRK

BUSINESS SERVICES JRK — GENERAL SERVICES AGREEMENT

Parties and Effective Date

This General Services Agreement (the Agreement) is made effective as of (Effective Date), by and between the Service Provider named above and the Client named above.

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, project management, and operational support; and

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

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

1. Scope of Work

Service Provider will provide the services described below (Services). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

In consideration for the Services, Client shall pay Service Provider as set forth below. Payments shall be made in U.S. dollars unless otherwise agreed in writing.

All amounts not paid when due shall accrue interest at the rate specified above or, if no rate is specified, at one percent (1%) per month from the due date until paid. Client shall also pay reasonable costs of collection, including attorneys' fees, for past-due amounts.

3. Term and Termination

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

Either party may terminate this Agreement upon material breach by the other party that remains uncured thirty (30) days after written notice of such breach. Either party may also terminate for convenience upon providing the notice period set forth above. Termination shall not relieve Client of obligation to pay for Services performed prior to termination.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that (a) is or becomes public other than by breach of this Agreement; (b) was rightfully known by the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of 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 not less than a reasonable degree of care; and (iii) not disclose Confidential Information to any third party except to affiliates, employees, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Upon termination or upon written request, the receiving party shall return or destroy Confidential Information as instructed by the disclosing party, except to the extent retention is required by law or internal retention policies.

The obligations in this section shall survive termination of this Agreement for a period of three (3) years, or longer if required by prevailing law for trade secrets.

5. Warranties; Limitation of Liability

Service Provider represents that it will perform Services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of each party for any claim arising out of or relating to this Agreement shall not exceed the total amounts paid by Client to Service Provider under this Agreement in the six (6) months preceding the event giving rise to the claim.

6. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to conflict of law rules. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If negotiation does not resolve the dispute within thirty (30) days, the parties may pursue any available remedies in the courts located in the state specified above.

7. Assignment and Subcontracting

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may engage subcontractors for discrete portions of the Services provided that Service Provider remains responsible for performance and compliance with this Agreement.

8. Entire Agreement; Amendments

This Agreement, together with any exhibits or statements of work expressly incorporated by reference, 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 oral or written. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency relationship. 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.

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