Business Services PFOZE

BUSINESS SERVICES PFOZE

This Business Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: (hereinafter "Service Provider") and Client Name: (hereinafter "Client"). Service Provider and Client may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to consulting, project management, and technical advisory services; and

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

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the performance, payment and confidentiality of such services in this Agreement.

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services"). Service Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards and the schedule set forth in this Agreement.

PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider the fees and expenses set forth in this section. All amounts are stated in U.S. dollars unless otherwise indicated.

Service Provider shall submit invoices to Client in accordance with the Payment Schedule. Unless otherwise agreed, Client shall pay undisputed amounts within days of receipt of invoice. Disputed items shall be reasonably resolved in good faith.

Interest on overdue amounts shall accrue at the lesser of 1.5% per month or the maximum rate permitted by applicable law. The Parties may instead specify a flat late fee of or a percentage of the overdue balance of % per month.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party not less than days prior to termination. Upon termination for convenience Client shall pay Service Provider for Services performed and expenses incurred through the effective date of termination, together with any non‑cancelable commitments reasonably incurred by Service Provider.

Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination for cause shall not relieve the breaching Party of liability for damages resulting from the breach.

CONFIDENTIALITY

"Confidential Information" means any non‑public information disclosed by one Party to the other Party, whether disclosed orally, in writing, or by inspection of tangible objects, 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 expressly excludes information that (a) is or becomes generally known to the public through no wrongful act of the receiving Party; (b) was rightfully known to the receiving Party prior to disclosure without an obligation of confidentiality; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

The receiving Party shall (i) hold the disclosing Party's Confidential Information in strict confidence; (ii) not disclose such information to third parties except as permitted by this Agreement; and (iii) use the Confidential Information only to perform its obligations under this Agreement. The receiving Party may disclose Confidential Information to its employees, agents and professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

The obligations of confidentiality shall continue for a period of years following termination or expiration of this Agreement, except with respect to trade secrets, for which protection shall continue for as long as such information qualifies as a trade secret under applicable law.

REPRESENTATIONS, WARRANTIES AND INDEPENDENT CONTRACTOR

Each Party represents and warrants that it has the full power and authority to enter into this Agreement. Service Provider represents that it will perform the Services in a professional manner consistent with generally accepted industry standards. SERVICE PROVIDER IS AN INDEPENDENT CONTRACTOR AND NOT AN EMPLOYEE, AGENT, OR PARTNER OF CLIENT. Service Provider shall be solely responsible for withholding and paying taxes and for all other obligations of an independent contractor.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from and against any third‑party claims, liabilities, damages and expenses arising out of the indemnifying Party's gross negligence or willful misconduct in connection with its performance under this Agreement. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF THE CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS OR FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE.

GOVERNING LAW; DISPUTE RESOLUTION

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. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved by negotiation within 30 days, either Party may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by notice to the other Party.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, consolidation, or sale of all or substantially all of its assets. The failure or delay of either Party to exercise any right shall not operate as a waiver of that right.

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