Business Services Keap F��LK

DOCUMENT NAME

BUSINESS SERVICES KEAP F��LK — BUSINESS SERVICES AGREEMENT

This Business Services Agreement (this "Agreement") is made and entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider has professional expertise in providing business services, including but not limited to customer relationship management implementation, automation setup, campaign configuration, and related consulting services (collectively, the "Services"); and

WHEREAS, Client desires to engage Service Provider to perform the Services described in this Agreement, and Service Provider is willing to provide such Services on the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to set forth the complete understanding between them regarding the Services, compensation, confidentiality, and related matters.

SCOPE OF WORK

The Services to be performed include the tasks described in the Description of Services above and any additional activities that the parties agree to in writing. Service Provider shall use commercially reasonable efforts, professional skill, and care in performing the Services in a timely manner consistent with industry standards.

PAYMENT TERMS

Unless otherwise agreed in writing, invoices shall be submitted in accordance with the Payment Schedule and are payable within days of invoice date. Payment shall be made by the method set forth in the Payment Schedule or as otherwise agreed in writing.

Any invoice not paid when due shall accrue interest at a rate of % per month (or the maximum rate permitted by applicable law, if lower). In addition, Client shall be responsible for reasonable collection costs and expenses incurred by Service Provider in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination. Sections that by their nature should survive termination shall survive, including confidentiality, payment obligations, indemnification, and governing law.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other, whether written, oral, electronic or other form, 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 includes trade secrets, business plans, pricing, marketing strategies, technical data, customer lists, and other proprietary information.

Receiving party shall (a) use Confidential Information solely for the performance of its obligations under this Agreement, (b) restrict disclosure to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) take reasonable measures to protect Confidential Information from unauthorized access or disclosure. Confidential Information shall not include information that (i) is or becomes publicly available other than through a breach by the receiving party, (ii) was known to receiving party prior to disclosure without obligation of confidentiality, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by receiving party without use of Confidential Information.

The parties agree that a breach of this confidentiality provision may cause irreparable harm for which monetary damages are an inadequate remedy; therefore, in addition to any other remedies available at law or in equity, the disclosing party shall be entitled to seek injunctive relief to prevent or curtail any actual or threatened breach.

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 within that state for the resolution of any disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all attachments and documents 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, negotiations and communications, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

The parties are independent contractors, and nothing in this Agreement will be construed to create an employer-employee, partnership, joint venture, or agency relationship other than as expressly set forth herein. Each party shall comply with all applicable laws and regulations in performing its obligations. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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