Business Services Marsa

BUSINESS SERVICES AGREEMENT — MARSA

This Business Services Agreement (the Agreement) is entered into as of (Effective Date) by and between Service Provider Name: , with principal place of business at , and Client Name: , with principal place of business at .

Recitals

WHEREAS, Service Provider is engaged in the business of providing specialized business services including advisory, implementation, and operational support tailored to commercial enterprises; and

WHEREAS, Client desires to retain Service Provider to perform certain services for Client pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the services and compensation described herein will define the full scope of the parties' relationship and rights during the Term of this Agreement.

Scope of Work

Service Provider shall provide the services (Services) described above in a professional and workmanlike manner consistent with industry standards. Any material changes to the Scope of Work shall be documented in a written amendment signed by both parties.

Payment Terms

Unless otherwise agreed in writing, invoices submitted by Service Provider are due and payable within thirty (30) days of receipt. Amounts unpaid after the due date shall accrue interest at the rate specified in the Late Payment Fee field above. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement commences 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 providing written notice not less than days to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination. Service Provider shall deliver completed work and reasonably cooperate to facilitate an orderly transition.

Confidentiality

For purposes of this Agreement, Confidential Information means all non-public information disclosed by either party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Check to require return or certified destruction of Confidential Information upon termination or expiration of this Agreement.

Independent Contractor; Intellectual Property

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture or partnership relationship between the parties. Unless otherwise agreed in a written instrument executed by both parties, all deliverables created specifically for Client under this Agreement shall be considered work made for hire and title shall vest in Client upon full payment; Service Provider retains the right to use non-confidential general skills, know-how, and methodologies for other clients.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located within that state for the resolution of disputes arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits, schedules, or statements of work executed under it, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings, and negotiations, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Indemnification and Limitation of Liability

Each party agrees to indemnify and hold harmless the other party from and against third-party claims arising from its gross negligence or willful misconduct in connection with the performance of this Agreement. 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.

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