Business Services Lars

BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES LARS

This Business Services Agreement (the "Agreement") is entered into as of the Effective Date: by and between Client Name: and Service Provider Name: (collectively, the "Parties").

RECITALS

WHEREAS, Client requires certain business services, including but not limited to strategy, operations support, and consulting as further described below; and

WHEREAS, Service Provider Lars has expertise and experience in providing such business services and is willing to provide the services to Client on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows.

1. SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Any material change to the scope shall be documented in writing and signed by both Parties as a Change Order, which shall become part of this Agreement.

2. PAYMENT TERMS

Invoices will be issued in accordance with the Payment Schedule. Payments are due within days of invoice receipt. Accepted payment methods:

Any undisputed amount not paid when due shall accrue interest at the rate set forth in the Late Fee field above or the maximum rate permitted by law, whichever is lower. Client shall be responsible for all reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue 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 the Notice Period shown above. Either Party may terminate immediately for material breach by the other Party if such breach remains uncured for fifteen (15) days following written notice. Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one Party to the other Party, whether oral, written, electronic or visual, that is designated as confidential or that reasonably should be understood to be confidential. Each Party agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party except as expressly permitted in this Agreement; and (c) use it only to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly known through no wrongful act of the receiving Party, is rightfully received from a third party without restriction, or is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and tools used to perform the Services. Client shall own any deliverables specifically and exclusively prepared for Client under this Agreement upon full payment of all amounts due. Service Provider shall retain a limited, non-exclusive, royalty-free license to use aggregated, de-identified work product for internal business and marketing purposes.

6. INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from third-party claims arising out of the indemnifying Party's negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

7. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the Parties. Service Provider is solely responsible for all taxes, withholdings and other statutory obligations of an independent service provider.

8. NOTICES

All notices shall be in writing and delivered to the addresses provided above by hand, nationally recognized overnight carrier, or certified mail (return receipt requested) and shall be deemed given upon receipt.

9. 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.

10. ENTIRE AGREEMENT

This Agreement, including any executed Change Orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. Any amendment or modification must be in writing and signed by both Parties.

11. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that comes closest to the Parties' original intent.

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