Business Services Main Agreement

BUSINESS SERVICES MAIN AGREEMENT

This Business Services Main Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between:

Service Provider

Corporation LLC Individual

Client

Corporation LLC Individual

RECITALS

WHEREAS, Service Provider provides professional business services, including but not limited to consulting, implementation, and support; and

WHEREAS, Client desires to engage Service Provider to perform certain services and Service Provider is willing to perform such services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the services described below for Client in accordance with the standards of the industry and as specifically detailed:

PAYMENT TERMS

Interest on late payments shall accrue at on any unpaid balance from the date due until paid. Client is responsible for all collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice of such breach.

Upon termination, Client will pay Service Provider for all work performed and expenses incurred through the effective date of termination and any non-cancelable commitments.

Agreement automatically renews for successive terms of unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement. Each party shall (i) hold Confidential Information in strict confidence; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes publicly available other than as a result of a breach of this Agreement, was rightfully known prior to disclosure, or was independently developed without reference to Confidential Information.

Upon termination or request, the receiving party shall return or destroy Confidential Information and certify in writing the disposition of such materials.

INDEPENDENT CONTRACTOR; INSURANCE

Service Provider is an independent contractor and is not an employee, partner, or joint venturer of Client. Service Provider shall be responsible for all taxes and withholdings arising from its performance. Service Provider shall maintain insurance customary for the services provided and provide certificates upon reasonable request.

LIMITATION OF LIABILITY

EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

GOVERNING LAW; DISPUTE RESOLUTION

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. Any dispute arising under this Agreement shall be resolved by binding arbitration or litigation as agreed below:

Arbitration Litigation in state or federal court Venue (if litigation):

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments signed 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, and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing. Notices are effective upon receipt.

MISCELLANEOUS

The parties agree that if any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. This Agreement may be executed in counterparts and delivered by electronic transmission of a signed copy; each counterpart is an original and together constitute one instrument.

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