Business Services MyBonsai

BUSINESS SERVICES AGREEMENT — MYBONSAI

This Business Services Agreement (the Agreement) is made effective as of by and between Client Name: with principal place of business at (Client), and Service Provider: with principal place of business at (Service Provider).

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business, advisory and digital services in connection with Client's operations; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources to provide such services and agrees to perform them for Client under the terms and conditions set forth herein;

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

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses in accordance with this Section. All amounts are expressed in U.S. dollars unless otherwise stated.

Late Payment: Amounts not paid within days after the due date shall incur a late fee equal to and interest at the rate of per month, or the maximum permitted by law, whichever is lower.

Method of Payment: . Service Provider shall submit invoices describing services rendered and expenses incurred. Unless otherwise agreed, Client shall pay undisputed invoice amounts within days of receipt.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

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

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination and for any non-cancelable commitments made in the ordinary course of performance. Sections concerning Confidentiality, Indemnification, Limitation of Liability, Governing Law and Entire Agreement shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other (Receiving Party) in any form 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.

Obligations: The Receiving Party shall (i) hold Confidential Information in strict confidence and use at least the same degree of care as it uses with its own confidential information, but no less than reasonable care; (ii) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations; and (iii) use Confidential Information solely for the purposes of performing obligations under this Agreement.

Exceptions: Confidential Information does not include information that is or becomes publicly known through no breach by the Receiving Party, was already known to the Receiving Party without an obligation of confidentiality, is rightfully received from a third party without restriction, or is independently developed by the Receiving Party without use of Confidential Information.

Remedies: The parties acknowledge that monetary damages may be inadequate for breach of this section and that injunctive or other equitable relief may be sought in addition to any other remedies available at law or in equity.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against claims, damages, liabilities and expenses arising out of the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement.

Limitation of Liability: Except for liability resulting from breach of confidentiality, indemnification obligations, or a party's gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and aggregate liability shall not exceed the total fees paid by Client to Service Provider under this Agreement during the 12 months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

ENTIRE AGREEMENT; AMENDMENT

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by written notice. Notices shall be deemed given upon delivery by hand, two business days after deposit with a nationally recognized overnight carrier, or three business days after deposit in the U.S. mail with postage prepaid.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, agency or partnership relationship. Service Provider is solely responsible for withholding and paying all taxes related to its compensation.

Assignment: Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all of a party's assets.

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