Business Services SAC UU

BUSINESS SERVICES AGREEMENT

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

Service Provider Name: , Address:

Client Name: , Address:

RECITALS

WHEREAS, Service Provider is duly engaged in the business of providing business services including advisory, project management, and operational support; and

WHEREAS, Client desires to engage Service Provider to perform certain services and Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend by this Agreement to set forth the terms governing the provision of services, payment, confidentiality obligations, term and termination, and other matters as set forth below.

SCOPE OF WORK

The Service Provider shall perform the services described above in a professional and timely manner in accordance with industry standards. Deliverables, milestones, and acceptance criteria (if any) are to be set forth in writing and acknowledged by both parties prior to commencement of each phase of work.

PAYMENT TERMS

Invoices will be issued by Service Provider in accordance with the Payment Schedule. Client shall pay all undisputed invoices within days of receipt. All payments shall be made in United States dollars unless otherwise agreed in writing.

Late Payment: Any payment not received within the time specified shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for all reasonable collection costs, including attorneys' fees and expenses.

Expenses: Client will reimburse Service Provider for pre-approved, reasonable, and documented out-of-pocket expenses incurred in connection with the performance of services.

TERM AND TERMINATION

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination or expiration, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination and for any non-cancellable obligations incurred on Client's behalf.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by either party to the other, 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.

Obligations: Each party shall (a) hold the other's Confidential Information in strict confidence, (b) not disclose such information to any third party except to employees, agents, or subcontractors who need the information to perform this Agreement and who are bound by confidentiality obligations no less protective than those herein, and (c) use the Confidential Information solely to perform its obligations under this Agreement.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was known by the receiving party prior to disclosure without obligation of confidentiality; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY & DELIVERABLES

Ownership: Unless otherwise agreed in writing, Service Provider retains ownership of all pre-existing intellectual property and tools used to deliver services. Upon full payment, Service Provider assigns to Client a perpetual, non-exclusive license to use deliverables specifically prepared for Client under this Agreement for Client's internal business purposes.

Third-Party Materials: Any third-party materials incorporated into deliverables shall be subject to applicable third-party licenses, and Client agrees to comply with those license terms.

INDEMNIFICATION

Each party shall defend, indemnify and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential, punitive or special damages. The aggregate liability of either party arising from or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law rules. The parties submit to the exclusive jurisdiction of the competent courts in that jurisdiction for resolution of disputes not resolved by negotiation or mediation.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work 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, proposals, negotiations, and communications, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by both parties.

NOTICES

MISCELLANEOUS

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 this Agreement in connection with a sale of substantially all of its business or assets to which this Agreement relates.

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employer-employee, or agency relationship between the parties.

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