Business Services Mermade

BUSINESS SERVICES AGREEMENT — MERMADE

This Business Services Agreement (the "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 business consulting, marketing, and operational services particular to small and mid-size enterprises and possesses the skill and capacity to perform the services described in this Agreement;

WHEREAS, Client desires to engage Service Provider to perform certain services in accordance with the terms set forth in this Agreement, and Service Provider is willing to perform such services under those terms;

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

SCOPE OF WORK

Service Provider will perform the services described below for Client. Service Provider shall provide professional, timely services and deliverables in accordance with the specifications and schedule set forth herein.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses described in this section in consideration for services rendered under this Agreement.

Invoices shall be issued in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay invoiced amounts within days of invoice receipt. Late payments shall bear interest at the lesser of (a) the rate of or (b) the maximum rate permitted by law. Client shall be responsible for reasonable costs of collection, including attorneys' fees, for delinquent amounts.

Reimbursable out-of-pocket expenses pre-approved in writing by Client will be invoiced and reimbursed within the invoice payment period. Travel and third-party vendor costs shall be billed at cost unless otherwise stated in the Payment Schedule.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. 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 of written notice. Termination will not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by a party to the other in connection with this Agreement, whether disclosed orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Each recipient shall: (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform obligations or exercise rights under this Agreement; and (c) limit disclosure to those employees, contractors or agents with a need to know who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information shall not include information that: (i) is or becomes publicly available through no breach; (ii) was known to recipient prior to disclosure without restriction; (iii) was received from a third party rightfully and without restriction; or (iv) is independently developed without use of Confidential Information. Upon termination, recipient shall return or destroy Confidential Information as directed by the disclosing party and certify destruction upon request.

INDEMNIFICATION; INSURANCE

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Service Provider shall maintain general liability and professional liability insurance in amounts reasonable for the services provided and, upon request, provide evidence of such insurance coverage to Client.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for the resolution of any disputes arising out of this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including all attachments and exhibits, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral, relating to its subject matter. Any amendment or modification must be in writing and signed by both parties.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employer-employee, partnership, joint venture, or agency relationship between the parties. Service Provider is solely responsible for all taxes, withholdings and other statutory obligations related to payments made to Service Provider.

SIGNATURES

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