Business Services Schlomas

BUSINESS SERVICES AGREEMENT — SCHLOMAS

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: (hereinafter "Provider") and Client Name: (hereinafter "Client"). Provider and Client each may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider is engaged in the business of providing business advisory, management, operational and related services and possesses the requisite skills, personnel, and experience to perform such services; and

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

WHEREAS, the Parties intend by this Agreement to set forth the full understanding between them regarding Provider's engagement and Client's compensation and obligations.

SCOPE OF WORK

Provider shall perform the services and deliverables described below. Provider shall use commercially reasonable efforts to perform the services in a professional and timely manner consistent with industry standards.

PAYMENT TERMS

In consideration for the services rendered by Provider, Client shall pay Provider in accordance with the following terms.

Payment Schedule (select one or describe custom schedule): Milestone payments Monthly installments Upon completion

Invoices are due within days of receipt. Payments shall be made by the method specified in writing by Provider.

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law, plus reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

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 for cause 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, Client shall pay Provider for all services performed and approved expenses incurred through the effective date of termination. Termination shall not affect rights or obligations accrued prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information delivered by one Party ("Discloser") to the other Party ("Recipient") in any form that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally known to the public other than by a breach of this Agreement by Recipient; (b) is rightfully received from a third party without restriction; (c) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information; or (d) is required to be disclosed by law, provided Recipient gives prompt written notice to Discloser and limits disclosure to the extent reasonably required.

Recipient shall (i) 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, (ii) not use Confidential Information for any purpose other than performing its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

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 consent to the exclusive jurisdiction of the state and federal courts located in that State for all disputes arising under or related to this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both Parties.

Independent Contractor: Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture, or agency relationship between the Parties.

Limitation of Liability: Except for liability arising from willful misconduct or gross negligence, in no event shall either Party be liable for consequential, incidental, special, or punitive damages. Provider’s aggregate liability for claims arising out of or related to this Agreement shall not exceed the total fees actually paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

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