Business Services Plan

BUSINESS SERVICES PLAN

Parties and Contact Information

Recitals

WHEREAS, Client Name: desires to obtain certain business services described herein; and

WHEREAS, Service Provider Name: represents that it has the expertise, personnel, and resources necessary to perform such services; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services to be provided effective as of .

Scope of Work

Service Provider shall perform the services and deliverables described below. The description shall include specific tasks, measurable outcomes, acceptance criteria, and any dependencies necessary to complete the work.

Payment Terms

Client agrees to pay Service Provider the fees and expenses set forth below in consideration for the timely and satisfactory performance of services.

Late payments shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. A flat administrative late fee of may also be charged for invoices past due more than 30 days.

Term and Termination

This Plan shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Plan for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Termination for insolvency, bankruptcy, or ceasing business operations is effective immediately upon written notice by the non‑insolvent party.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non‑public information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information that (a) is or becomes generally available to the public without breach of this Plan, (b) becomes known to the Receiving Party from a third party without breach of an obligation of confidentiality, or (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's confidential information.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to work product, deliverables, and materials specially commissioned under this Plan. Service Provider retains ownership of its pre‑existing materials and tools and grants Client a non‑exclusive, non‑transferable license to use such pre‑existing materials included within deliverables solely as incorporated in the delivered work product.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against third‑party claims arising from its gross negligence or willful misconduct in connection with this Plan. Except for indemnification for intellectual property infringement or a party's willful misconduct, neither party's aggregate liability for claims arising out of this Plan shall exceed the total fees paid by Client to Service Provider under this Plan in the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, incidental, special or punitive damages.

Governing Law and Dispute Resolution

This Plan 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 shall attempt in good faith to resolve disputes through negotiation; if unresolved within 30 days, disputes shall be submitted to binding arbitration in accordance with the rules selected by the parties, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Entire Agreement; Amendment

This Plan, together with any exhibits and attachments executed by the parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to the subject matter hereof. No modification, amendment, or waiver of any provision of this Plan shall be effective unless in a writing signed by both parties.

Notices

All notices required or permitted under this Plan shall be in writing and shall be deemed delivered when delivered in person, by recognized overnight courier, or by certified mail to the addresses provided above or to such other address as a party may designate by notice in accordance with this section.

Miscellaneous

The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision. The headings in this Plan are for convenience only and shall not affect interpretation. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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