Business Services PFS SREO

Business Services PFS SREO

Parties

Recitals

WHEREAS, Service Provider: is engaged in the business of providing professional financial and business services and has represented that it has the experience and personnel to perform the services described in this Agreement;

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

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

Scope of Work

Service Provider shall perform the services described below and any related tasks reasonably necessary to complete the work consistent with industry standards and the schedule agreed by the parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in exchange for performance of the Scope of Work. Fees are exclusive of any applicable taxes unless otherwise stated.

Any amount not paid when due shall accrue interest at a rate of or the maximum rate permitted by law, whichever is less, calculated from the due date until paid in full. In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice of the breach.

Upon termination, Service Provider shall deliver all completed work and invoices for services rendered up to the date of termination, and Client shall pay for all undisputed services performed and approved expenses incurred prior to termination.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") obtained in connection with this Agreement. "Confidential Information" means non-public information, whether oral, written, electronic or other 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, including but not limited to business plans, financial data, pricing, customer lists, and proprietary methodologies.

The Receiving Party may disclose Confidential Information only to its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Confidential Information shall not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was already rightfully in the Receiving Party's possession prior to its disclosure, (iii) is rightfully received by the Receiving Party from a third party without restriction, or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party and certify in writing that it has done so, except as retention is required by applicable law, in which case the Receiving Party shall continue to protect the Confidential Information in accordance with this Agreement.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that the services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against all third-party claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in connection with the performance of this Agreement. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability shall exceed the total fees paid or payable under this Agreement for the twelve (12) month period 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 conflicts of law principles. The parties agree that the state and federal courts located in that state shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification of this Agreement 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 in the Parties section or to such other address as either party may designate by notice to the other. Notices shall be deemed given when delivered personally, sent by certified mail return receipt requested, or sent by nationally recognized overnight courier.

Acknowledgments

The parties acknowledge that they have read and understand this Agreement, that they have had the opportunity to obtain independent advice, and that they enter into this Agreement voluntarily and with full authority to bind the respective parties.

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