Business Services MX Agreement

BUSINESS SERVICES MX AGREEMENT

This Business Services MX Agreement ("Agreement") is made and entered into as of , (the Effective Date), by and between the parties identified below.

Recitals

WHEREAS, the Service Provider provides professional business services and consulting, including but not limited to operational analysis, project management, systems implementation, and advisory services; and

WHEREAS, the Client desires to engage the Service Provider to perform certain services under the terms and conditions set forth herein, and the Service Provider is willing to perform such services for the Client on the terms set forth in this Agreement.

Scope of Work

The Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. Specific tasks, deliverables, timelines, and acceptance criteria are described as follows:

Payment Terms

Compensation: The Client shall pay the Service Provider the fees set forth below in consideration for the services rendered under this Agreement.

One-time payment due upon invoice issuance

Milestone payments as set forth in milestones description

Recurring payments:

Invoicing: The Service Provider shall submit invoices to the Client in accordance with the Payment Schedule. Payment is due within days of the invoice date unless otherwise agreed in writing. All amounts are payable in lawful currency.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated monthly, and the Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by the Service Provider in enforcing payment obligations.

Term and Termination

Term: This Agreement shall commence on , and shall continue until , , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any term of this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, the Client shall pay the Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Sections addressing confidentiality, indemnification, payment of accrued fees, and governing law shall survive termination.

Confidentiality

Definition: "Confidential Information" means all non-public information, whether written, oral, or electronic, disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), relating to the Disclosing Party's business, operations, customers, pricing, trade secrets, technical data, or other proprietary information.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence and use it solely for the performance of this Agreement, (b) restrict disclosure to those employees, contractors, or agents with a need to know who are bound by confidentiality obligations at least as protective as those herein, and (c) take reasonable measures to prevent unauthorized use or disclosure. The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.

Exceptions: Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or valid legal process, provided the Receiving Party gives prompt written notice to the Disclosing Party where permitted and cooperates in any lawful effort to obtain protective measures.

Indemnification and Liability

Indemnification: 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, or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement.

Limitation of Liability: 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, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO THE SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising out of this Agreement.

Entire Agreement; Amendment

Entire Agreement: This Agreement, including any exhibits or written statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written.

Amendment: No amendment, modification, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of each party.

Miscellaneous

Relationship of the Parties: The Service Provider is an independent contractor and nothing in this Agreement shall create an employer-employee, partnership, joint venture, or agency relationship between the parties.

Assignment: Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and deemed given when delivered personally, sent by nationally recognized overnight courier, or three days after being mailed by certified mail, return receipt requested, to the addresses set forth above or to such other address as a party may designate in writing.

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