Business Services Lucyk

BUSINESS SERVICES LUCYK

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to strategic planning, administrative support, and operational consulting; and

WHEREAS, Client desires to retain Service Provider to perform certain services described in this Agreement, and Service Provider agrees to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the services to be provided.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. Specific tasks, milestones, and acceptance criteria shall be as set forth in this section.

PAYMENT TERMS

In consideration for the services provided by Service Provider, Client shall pay the fees and reimburse expenses in accordance with the terms below.

All fees are exclusive of taxes. Client shall be responsible for any applicable taxes, duties or levies imposed with respect to the services, excluding taxes based on Service Provider's net income.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective termination date. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all nonpublic information disclosed by either party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. The receiving party shall: (a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information for any purpose other than performance of this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes public through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party.

The parties acknowledge and agree to the confidentiality obligations set forth above.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for consequential, incidental, indirect, punitive or special damages. Each party's aggregate liability for claims arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the preceding twelve (12) months.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party designates by notice).

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall first attempt to resolve any dispute through good-faith negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in accordance with the rules mutually agreed upon by the parties, unless otherwise required by applicable law.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and not an employee, partner or agent of Client. Service Provider is solely responsible for all taxes, benefits and other employment-related obligations for its personnel.

Amendments: No amendment or modification of this Agreement will be valid unless in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, 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 written or oral, relating to such subject matter.

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