Business Services JUSTLIFE IO

BUSINESS SERVICES AGREEMENT - JUSTLIFE IO

This Business Services Agreement (the "Agreement") is made as of the day of , (the "Effective Date"), by and between:

Service Provider: JUSTLIFE IO (a service provider organized to deliver digital business services).

Client Name:

RECITALS

WHEREAS, Service Provider possesses expertise and experience in providing business consulting, digital operations, and platform services described herein; and

WHEREAS, Client desires to engage Service Provider to perform certain services in accordance with the terms and conditions of this Agreement and Service Provider agrees to perform such services for the compensation and on the terms set forth below.

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the Services and related deliverables.

SCOPE OF WORK

Service Provider shall provide services, deliverables and work product as described below. The scope may include project management, technical implementation, advisory services, content support, integration, testing and other tasks as mutually agreed in writing.

PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider the fees and expenses set forth below in accordance with this Payment Terms section.

All fees are exclusive of taxes. Client shall be responsible for any sales, use, value added, withholding or other taxes, excluding taxes based on Service Provider's net income. Service Provider shall submit itemized invoices and Client shall pay within the period specified in Payment Schedule.

TERM AND TERMINATION

The term of this Agreement will commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this Agreement.

Start Date:

End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for the notice period specified above following written notice. Either party may also terminate for convenience upon providing the notice required above and paying all fees accrued through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, client data, technical information, pricing, and trade secrets.

Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party except as permitted by this Agreement; and (c) use the Confidential Information only to perform its obligations under this Agreement. Obligations of confidentiality do not apply to information that is or becomes public through no breach of this Agreement, that was in the receiving party's possession prior to disclosure, or that is rightfully obtained from a third party without restriction.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and tools. Client shall own the final deliverables specifically created for Client under this Agreement upon full payment, except for any third-party components or Service Provider pre-existing materials, which are licensed to Client on a non-exclusive, non-transferable basis to the extent incorporated in the deliverables.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations hereunder. The indemnifying party will defend such claims at its expense and pay any judgments or settlements.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any appendices and statements of work executed hereunder, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing. Notices are effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, employment or agency relationship between the parties.

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