Business Services Ramic

BUSINESS SERVICES RAMIC - GENERAL SERVICES AGREEMENT

This General Services Agreement ("Agreement") is made and entered into as of by and between:

WHEREAS

WHEREAS, Client requires certain professional business services consisting of consulting, project management, and ancillary services as identified in the Scope of Work; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform such services in a professional and workmanlike manner; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services described below and any additional work mutually agreed in writing. Deliverables, milestones, and acceptance criteria shall be as stated in the Scope of Work.

2. Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services performed under this Agreement.

Invoices shall be submitted by Service Provider in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt. Late payments shall incur a late fee of per month on any unpaid balance, or the maximum permitted by law, whichever is less.

3. Term and Termination

This Agreement commences on and continues until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach.

4. Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written, or electronic, including without limitation business plans, pricing, customer lists, and technical data. The recipient shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees and contractors with a need to know; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations survive termination for a period of .

Notwithstanding the foregoing, Confidential Information does not include information that is or becomes publicly available through no fault of the recipient, is rightfully received from a third party without restriction, or is independently developed without use of Confidential Information. Recipient may disclose Confidential Information to the extent required by law, provided recipient gives prompt written notice to the disclosing party to allow the disclosing party to seek protective relief.

5. 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 law principles.

6. Entire Agreement

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, and warranties, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

7. Additional Provisions

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or legal representative of Client for any purpose. Service Provider is responsible for all taxes and benefits for its personnel.

Limitation of Liability: Except for liability arising from willful misconduct or breach of confidentiality, neither party shall be liable for consequential, incidental, special, or punitive damages. The aggregate liability of either party arising from or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a corporate sale so long as the assignee assumes Service Provider's obligations.

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