Business Services Melwood

Business Services Melwood — General Business Services Agreement

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

Service Provider Name:

Client Name:

Recitals

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

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

WHEREAS, the parties intend that the services performed pursuant to this Agreement shall be provided in a professional manner consistent with industry standards.

Scope of Work

Service Provider shall perform the services described above in accordance with the schedule and milestones agreed by the parties and shall promptly notify Client of any circumstances that would materially delay performance.

Payment Terms

Any amount not paid within days of the invoice due date shall incur a late fee of per month on the outstanding balance, calculated monthly and compounded.

Term and Termination

Term Start Date:

Term End Date:

Either party may terminate this Agreement for convenience upon days prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for all services rendered and reasonable costs incurred through the effective date of termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public, proprietary, or business-sensitive information disclosed by one party (Disclosing Party) to the other (Receiving Party) whether oral, written, electronic or otherwise, including without limitation trade secrets, financial information, business plans, client lists, and technical data. Confidential Information does not include information which: (a) is or becomes generally available to the public through no breach of this Agreement by the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party as demonstrated by written records; (c) is received from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party agrees to: (i) hold Confidential Information in strict confidence; (ii) use Confidential Information solely to perform obligations under this Agreement; and (iii) restrict disclosure to its employees, agents, or contractors with a need to know and who are bound by confidentiality obligations no less protective than those herein. The Receiving Party shall take reasonable measures to protect Confidential Information, at least the same degree of care it uses to protect its own confidential materials. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets, which shall be protected for as long as such information qualifies as a trade secret.

Warranties; Limitation of Liability

Service Provider represents and warrants that it will perform services in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

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 agree to first attempt to resolve disputes through good faith negotiation. If the parties are unable to resolve the dispute within sixty (60) days, either party may pursue available legal remedies in the state or federal courts located in the chosen jurisdiction.

Independent Contractor; Insurance

Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Service Provider shall be responsible for provision of all required insurance and shall maintain at minimum general liability coverage appropriate to the services provided.

Entire Agreement; Amendments

This Agreement, together with any attachments, exhibits, or statements of work signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to a successor by merger or sale of substantially all of its assets.

Authorized Representatives

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