Business Services Meincke

BUSINESS SERVICES MEINCKE - GENERAL BUSINESS SERVICES AGREEMENT

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

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, consulting, and related deliverables, and represents that it has the skill, personnel, and resources necessary to perform the services described herein;

WHEREAS, Client desires to retain Service Provider to perform the services on the terms and conditions set forth in this Agreement, and Service Provider is willing to perform such services for the compensation and subject to the terms set forth below;

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services"). The Services shall include, at a minimum, the tasks, deliverables, timelines, and acceptance criteria set forth herein. Client expects Service Provider to provide all labor, materials, equipment, and supervision necessary to complete the Services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth below in exchange for the Services. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices are due and payable within days of receipt, unless otherwise agreed in writing. Overdue amounts shall accrue interest at a rate of percent per month (or the maximum permitted by law, if lower), and a minimum late fee of .

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party") relating to the Disclosing Party's business, operations, technology, trade secrets, clients, pricing, or other proprietary information, whether disclosed orally, visually or in writing. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; (c) is rightfully received by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall (i) hold Confidential Information in strict confidence and use at least the same degree of care to protect it as it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Upon termination or upon request, the Receiving Party shall return or destroy all Confidential Information of the Disclosing Party and certify in writing the destruction or return of such materials.

Nothing herein shall prevent disclosure required by law or by a court or governmental authority, provided the Receiving Party gives prompt written notice to the Disclosing Party and assists, at the Disclosing Party's expense, in seeking a protective order or other appropriate remedy.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship. Service Provider shall be solely responsible for all taxes, withholdings, workers' compensation coverage and benefits for its personnel.

LIABILITY AND INSURANCE

Each party's aggregate liability to the other for any claim arising out of or related to this Agreement shall not exceed the total fees paid to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, punitive, or special damages, except for liability resulting from gross negligence or willful misconduct. Service Provider shall maintain commercially reasonable insurance coverage appropriate to the services provided.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute is not resolved by negotiation within thirty (30) days, either party may submit the dispute to binding arbitration conducted by a single arbitrator under the commercial arbitration rules mutually agreed by the parties, or if no agreement is reached, under rules selected by the initiating party. The arbitration shall take place in the county or similar jurisdiction of the governing law state.

ENTIRE AGREEMENT

This Agreement, including any attached statements of work and appendices, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the other party at the addresses set forth below (or to such other address that the receiving party may specify in writing).

MISCELLANEOUS

No waiver by either party of any breach of any provision of this Agreement shall be a waiver of any subsequent breach. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties agree to execute such further instruments and documents and to take such further actions as may be reasonably necessary to carry out the provisions and purposes of this Agreement.

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