Business Services Petro Serve

Business Services Agreement — Petro Serve

This Business Services Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: (each a "Party" and together the "Parties").

WHEREAS

WHEREAS, Client engages Service Provider to perform the business services described in this Agreement and Service Provider has represented that it has the experience and ability to perform such services in a professional manner.

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the provision of services and related payment, confidentiality, and termination terms.

WHEREAS, Service Provider's principal place of business is: and Client's principal place of business is: .

1. Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services shall be performed in a timely, workmanlike manner consistent with industry standards.

2. Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees set forth below in accordance with this Section.

Client shall pay invoices within days of receipt. Late payments shall accrue interest at % per month (or the maximum permitted by law, if less).

Expenses reasonably incurred by Service Provider in connection with performance will be reimbursed by Client if pre-approved in writing. Reimbursable expenses shall be submitted with supporting documentation.

3. Term and Termination

The term of this Agreement shall commence on and shall continue until , unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate for material breach if the breaching Party fails to cure the breach within 30 days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed work and invoices for Services performed through the effective date of termination and Client shall pay for Services performed and approved expenses incurred through that date.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one Party to the other that is designated as confidential or that, by its nature, should be reasonably understood to be confidential. Each Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (c) not disclose Confidential Information to any third party except to its employees, agents, or contractors who have a need to know and are bound by obligations of confidentiality no less restrictive than those contained herein.

Confidential Information does not include information that is or becomes publicly available through no fault of the receiving Party, is rightfully known prior to disclosure, is independently developed, or is required to be disclosed by law or valid order of a court or governmental authority (provided the disclosing Party is given prompt notice and the disclosure is limited to the extent legally required).

5. Intellectual Property

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in any deliverables specifically prepared for Client under this Agreement upon full payment. Service Provider retains ownership of its preexisting materials, tools, techniques, know-how and general skills developed prior to or outside the scope of this Agreement, and grants Client a nonexclusive, nontransferable license to use such background materials only as incorporated in the deliverables.

6. Insurance and Indemnification

Service Provider shall maintain commercial general liability insurance and any other insurance reasonably required for performance. If insurance is required, indicate details below.

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's breach of this Agreement, negligence, or willful misconduct, subject to applicable law.

7. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties agree that the state and federal courts located in that State shall have exclusive jurisdiction over disputes that are not subject to mandatory arbitration.

8. Entire Agreement; Amendments

This Agreement, including any attachments or exhibits expressly incorporated, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, and agreements, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both Parties.

9. Miscellaneous Provisions

Relationship of the Parties: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, joint venture, partnership or agency relationship between the Parties. Notices: All notices shall be in writing and delivered to the addresses set out above or to such other address as a Party may designate in writing.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: No failure or delay by either Party to exercise any right shall operate as a waiver of that right.

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