Business Services River Link

BUSINESS SERVICES RIVER LINK AGREEMENT

This Business Services River Link Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Parties and Contact Information

Client Entity Type: Individual Corporation LLC

Service Provider Entity Type: Individual Corporation LLC

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business services related to the River Link project described below; and

WHEREAS, Service Provider has the expertise, personnel, and resources necessary to perform such services and is willing to provide those services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality obligations, and the respective rights and remedies of the parties in this Agreement.

Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards and the schedule set forth in this Agreement. Any material changes to the scope shall require a written change order signed by both parties.

Payment Terms

Total Fee: $

Payment due within days of invoice receipt. Late payments shall incur a late fee of on any unpaid balance, compounded monthly, and reasonable costs of collection including attorneys' fees.

All fees are exclusive of applicable taxes, duties, and similar charges; Client shall be responsible for such amounts except for taxes based on Service Provider's net income.

Term and Termination

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party no fewer than days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means all non-public, proprietary, or business information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, visually or in writing. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (c) is lawfully obtained by the receiving party from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) hold Confidential Information in strict confidence and use it only to perform its obligations or exercise rights under this Agreement; (ii) restrict access to Confidential Information to employees, contractors, or agents with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (iii) take reasonable measures to protect the confidentiality of such information. The receiving party may disclose Confidential Information to the extent required by law or court order, provided that, to the extent permitted, notice is provided to the disclosing party to allow for protective measures.

Warranties; Limitation of Liability; Independent Contractor

Service Provider warrants that the services will be performed in a professional and workmanlike manner in accordance with industry standards. Except as set forth in this Agreement, each party disclaims all other warranties, express or implied. In no event shall either party be liable to the other for incidental, consequential, special, punitive or exemplary damages, except for liability arising from gross negligence, willful misconduct, or breach of confidentiality. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the amounts actually paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

The parties acknowledge and agree that Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider shall have sole responsibility for payment of its employees and contractors and for withholding and paying all applicable employment taxes.

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 conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If resolution cannot be reached through negotiation, the parties agree that any unresolved dispute shall be resolved exclusively in the state or federal courts located within the stated jurisdiction.

Entire Agreement; Amendments

This Agreement, including any exhibits and written change orders duly executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification shall be effective unless in writing signed by both parties.

Notices

Notices shall be delivered to the addresses set forth above or to such other address as either party may designate in writing, and shall be deemed given when delivered in person, by certified mail, or by recognized overnight courier service.

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