Business Services Juan Merge

BUSINESS SERVICES JUAN MERGE

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

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein, and Service Provider represents that it has the experience and qualifications to provide such services under the terms of this Agreement.

WHEREAS, the parties wish to set forth the terms and conditions under which the services will be provided, including scope, payment, confidentiality, and remedies.

WHEREAS, the parties intend that Service Provider will perform its duties as an independent contractor and not as an employee of Client.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Service Provider the sum of USD for the services described above, subject to adjustments as provided below.

Invoices are due within days of receipt. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated daily from the due date until paid in full. In addition, a late fee of USD may be assessed for each late invoice.

Reasonable, preapproved out-of-pocket expenses incurred by Service Provider in connection with performance of the services shall be reimbursed by Client upon submission of receipts and documentation.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within 10 days after written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public business, technical, financial, and customer information disclosed by one party to the other, whether orally, in writing, or by inspection, and identified as confidential or that a reasonable person would understand to be confidential.

Obligation: The receiving party shall (a) hold Confidential Information in strict confidence, (b) use it only to perform its obligations under this Agreement, and (c) disclose it only to employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that (i) was already known to the receiving party without restriction, (ii) is or becomes publicly available through no fault of the receiving party, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the receiving party.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Service Provider retains ownership of its preexisting intellectual property. All deliverables specifically commissioned and paid for under this Agreement shall be deemed "work made for hire" and ownership shall vest in Client upon full payment. To the extent assignment is required, Service Provider hereby assigns all right, title and interest in such deliverables to Client.

INDEMNIFICATION AND INSURANCE

Indemnification: Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from that party's gross negligence, willful misconduct, or breach of this Agreement, subject to applicable limitations of liability and any insurance recoveries.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property rights, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of each party under this Agreement shall not exceed the total fees paid or payable to Service Provider 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 conflicts of law principles. The parties agree that disputes shall be resolved in the state or federal courts located in that state, unless the parties agree in writing to arbitration.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. Any amendment or modification must be in writing and signed by both parties.

MISCELLANEOUS

Relationship of the Parties: Service Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided by the parties below or to such other address as either party may designate in writing.

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