Business Services Manna

BUSINESS SERVICES MANNA — GENERAL BUSINESS SERVICES AGREEMENT

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

WHEREAS

WHEREAS, Service Provider represents that it has experience and expertise in providing business consulting, administrative support, and related services, and is willing to provide such services to Client on the terms set forth herein;

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider agrees to perform such services for Client under the terms and conditions contained in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services described below and any additional services agreed in writing by the parties. All services shall be provided in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

Client shall pay Service Provider the fees described below in consideration for the performance of the services. Fees are exclusive of taxes unless otherwise stated.

Reasonable and pre-approved out-of-pocket expenses incurred by Service Provider in connection with performance of the services shall be reimbursed by Client upon submission of receipts.

3. Term and Termination

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

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above after receiving written notice. Either party may also terminate for convenience upon written notice in accordance with the notice period. Termination does not relieve Client of payment obligations for services performed and expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means non-public information disclosed by either party relating to business operations, client lists, pricing, trade secrets, financial data, or other proprietary information marked or reasonably understood to be confidential. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the receiving party; (b) was rightfully received from a third party without restriction; (c) was known to the receiving party prior to disclosure; or (d) is independently developed without use of Confidential Information.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees or contractors who have a need to know and who are bound by confidentiality obligations, and (iii) employ reasonable safeguards to protect Confidential Information. The confidentiality obligations shall survive termination of this Agreement for years, except with respect to trade secrets, which shall be protected for as long as such information remains a trade secret under applicable law.

5. Intellectual Property

Unless otherwise agreed in writing, Client shall retain ownership of pre-existing Client materials and Service Provider shall retain ownership of pre-existing provider materials and methodologies. Deliverables specifically created for Client under this Agreement will be owned by Client upon full payment of fees, except that Service Provider retains the right to use general skills, knowledge, and experience acquired during performance. Proprietary tools, templates, and trade secrets of Service Provider remain Service Provider's sole property.

6. Liability; Indemnification

Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, special, consequential, punitive, or exemplary damages. The parties' aggregate liability 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 during the twelve (12) month period preceding the claim, or whichever is greater.

Client agrees to indemnify, defend, and hold harmless Service Provider from and against any third-party claims arising from Client's negligence, misuse of deliverables, or breach of this Agreement. Service Provider shall indemnify Client for claims arising from Service Provider's gross negligence or willful misconduct.

7. Independent Contractor

Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture, or agency relationship. Service Provider is solely responsible for payment of its employees, contractors, taxes, and benefits.

8. 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.

9. Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations. Any amendment must be in writing and signed by authorized representatives of both parties.

10. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties agree that any notices required hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. Headings are for convenience only and do not affect interpretation.

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