Business Services Nikkro

BUSINESS SERVICES AGREEMENT — NIKKRO

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing business support, consulting, and operational services and has the experience and expertise to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth herein, and Service Provider agrees to provide such services to Client under those terms; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described below (the "Services") in a professional and workmanlike manner and in accordance with generally accepted industry standards.

Payment Terms

Client shall pay Service Provider the fees set forth below in exchange for the Services. All fees are due in United States dollars unless otherwise agreed in writing.

Unpaid amounts shall accrue interest at: , with a minimum late charge of . Interest and late fees shall be cumulative and not exclusive of other remedies.

Reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with the Services shall be reimbursed by Client within invoice terms. Pre-approval may be evidenced in writing or by email up to the amount specified:

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon giving written notice to the other party not less than days prior to the effective termination date. Either party may terminate for material breach if the breach remains uncured for a period of thirty (30) days after written notice.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, and advisors who need to know and who are bound by obligations of confidentiality at least as protective as those in this Agreement.

Confidentiality obligations shall continue for a period of years following the termination or expiration of this Agreement, except with respect to trade secrets, which shall be protected for so long as they qualify as trade secrets under applicable law.

Representations; Independent Contractor

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Service Provider is solely responsible for all taxes, withholdings, and other statutory obligations arising from the performance of the Services.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendments

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

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision is held unenforceable, the remainder of the Agreement will remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and that equitable relief may be sought in addition to other remedies.

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