Business Services Kinetix Services

Business Services Agreement — Kinetix Services

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing business operations, process improvement, and technical advisory services and possesses the expertise, personnel, and equipment necessary to perform the services described herein;

WHEREAS, Client desires to retain Service Provider to perform services to improve Client's business processes and operations under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services and payment therefor.

Scope of Work

Payment Terms

Total Compensation: $ (the Fee). Payment shall be made in accordance with the schedule below.

Deposit / Retainer (if any): $ to be paid upon execution of this Agreement.

Invoicing: Service Provider will issue invoices in accordance with the payment schedule. Client shall pay each undisputed invoice within days of receipt.

Late Payment: Any amount not paid when due shall accrue interest at the lesser of (i) per month or (ii) the maximum rate permitted by law. In addition, Client shall be responsible for reasonable collection costs and attorneys' fees.

ACH / Bank Transfer    Check    Credit Card (third-party processor)

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the effective date of termination. Termination shall not relieve Client of the 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 any provision of this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all nonpublic information disclosed by either party to the other in connection with this Agreement, whether disclosed orally, visually or in writing, 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.

Obligations: Each party shall (i) hold Confidential Information of the other in strict confidence, (ii) not use such Confidential Information except for the performance of its obligations under this Agreement, and (iii) not disclose such Confidential Information to any third party except to its employees, agents, or professional advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

Exclusions: Confidential Information shall not include information that (a) becomes publicly known through no breach of this Agreement, (b) is already known to the receiving party at the time of disclosure, (c) is lawfully received from a third party without restriction, or (d) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

Liability and Insurance

Limitation of Liability: Except for liability arising from fraud, willful misconduct, or breach of confidentiality obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Each party's aggregate liability under this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Insurance: Service Provider shall maintain commercial general liability and professional liability insurance in amounts customary for the industry. Upon request, Service Provider will provide certificates evidencing such coverage.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Independent Contractor: Service Provider is an independent contractor and shall not be deemed an employee, partner, or agent of Client. Service Provider shall be solely responsible for withholding and reporting taxes for its employees and subcontractors.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest arising from a merger or sale of substantially all of the assigning party’s assets.

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