Business Services Lambshead

Business Services Lambshead Agreement

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing business advisory, operational support, and related services under the trade name Lambshead and represents that it has the professional skill and competence to provide such services to Client; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider is willing to perform those 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:

Scope of Work

Service Provider shall perform the services described above in a professional manner in accordance with industry standards and the timeline set forth in the scope. Service Provider may engage subcontractors or agents when necessary provided Service Provider remains responsible for the performance of its obligations hereunder.

Payment Terms

Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt. Amounts not paid when due shall accrue interest at a rate of on the outstanding balance, or the maximum rate permitted by law, whichever is lower. If Service Provider incurs collection costs, Client will reimburse reasonable collection expenses including attorneys' fees.

Term and Termination

This Agreement shall commence on the Effective Date: and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure within 15 days of written notice for breaches capable of cure, or immediately for uncured material breaches that are not curable.

Confidentiality

"Confidential Information" means non-public business, technical or financial information disclosed by one party to the other, whether disclosed orally, visually or in writing. The receiving party shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely for the performance of this Agreement; and (c) not disclose Confidential Information to any third party except to employees or contractors who have a need to know and are bound to confidentiality obligations no less protective than those in this Agreement. Confidential Information does not include information that is or becomes publicly available through no wrongful act of the receiving party, is rightfully received from a third party without restriction, or is independently developed without reference to the Confidential Information.

Mutual Representations and Warranties

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with applicable industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability

Except for liability arising from a party's 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 either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties agree that the state and federal courts located in the chosen state shall have exclusive jurisdiction over any dispute arising from this Agreement.

Entire Agreement

This Agreement, including any documents referenced herein and any attachments or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Independent Contractor

Service Provider is an independent contractor and nothing in this Agreement shall be deemed to create an employer-employee, partnership, joint venture, or agency relationship between the parties. Service Provider shall be solely responsible for all taxes, withholdings and other statutory obligations of any nature.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by hand delivery, certified mail (return receipt requested), or commercial overnight courier, and shall be effective upon receipt.

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