Business Services Moodie

BUSINESS SERVICES AGREEMENT — MOODIE

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

WHEREAS

WHEREAS, the Service Provider is engaged in the business of providing business consulting, project management, and operational services (collectively, "Services"); and

WHEREAS, the Client desires to retain the Service Provider to perform certain Services for the Client on the terms and conditions set forth in this Agreement, and the Service Provider agrees to perform such Services for the Client.

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

1. SCOPE OF WORK

The Service Provider shall perform the Services described above in a professional and workmanlike manner consistent with industry standards and in accordance with any project milestones or deliverables set forth in writing by the parties. Changes to the Scope of Work shall be documented in a written amendment signed by authorized representatives of both parties.

2. PAYMENT TERMS

Invoices will be delivered to the Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, all undisputed amounts are due within days of the invoice date. Overdue amounts shall accrue interest at a rate of % per month (or the maximum rate permitted by law, if lower), and the Client shall be responsible for all reasonable collection costs and attorney fees incurred to obtain payment of overdue amounts.

Expenses: Client will reimburse Service Provider for pre-approved out-of-pocket expenses incurred in connection with performance of the Services. Reimbursable expenses shall be invoiced with reasonable supporting documentation.

3. TERM AND TERMINATION

Term Commencement Date: . Term End Date (if any):

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 after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that (a) is or becomes generally known to the public other than through a breach of this Agreement by the Receiving Party; (b) is lawfully received from a third party without restriction; (c) was already known by the Receiving Party prior to disclosure; or (d) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) not disclose Confidential Information to any third party except as permitted under this Agreement. Upon termination or written request, the Receiving Party shall promptly return or destroy the Disclosing Party's Confidential Information. The obligations in this Section shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue as long as such information remains a trade secret under applicable law.

5. INTELLECTUAL PROPERTY & DELIVERABLES

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and methodologies. Subject to Client's payment of all amounts due, Service Provider assigns to the Client all right, title and interest in and to the final deliverables specifically prepared for the Client under this Agreement, excluding any Service Provider tools, templates, or background intellectual property. The parties shall execute further documents as reasonably necessary to effectuate such transfer.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the courts located in such jurisdiction for any action arising out of or relating to this Agreement.

8. ENTIRE AGREEMENT

This Agreement, together with any exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. NOTICES

Notices shall be in writing and delivered by hand, certified mail, or other nationally recognized courier to the contact information provided above and shall be deemed given upon receipt.

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be struck and the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, partnership or joint venture relationship. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a sale of substantially all of its business or assets.

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