Business Services SFE Agreement

BUSINESS SERVICES SFE AGREEMENT

This Business Services SFE Agreement ("Agreement") is made effective as of (the "Effective Date"), by and between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client operates a business engaged in commercial activities and desires to retain Service Provider to perform certain business services in exchange for a combination of monetary and equity consideration under the terms set forth herein; and

WHEREAS, Service Provider represents that it has the expertise and resources to perform the services described in this Agreement and is willing to accept equity-based compensation subject to the vesting and issuance terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows.

SCOPE OF WORK

Services shall include tasks, deliverables, milestones and any agreed performance metrics. Any material changes to the scope shall be executed by written amendment signed by both parties.

EQUITY CONSIDERATION

Issuance of equity is conditioned upon compliance with applicable corporate approval processes and any required securities law restrictions. The parties agree that equity issued under this Agreement may be subject to a legend, lock-up, or other restrictions as reasonably necessary to comply with law or the Client's governing documents.

PAYMENT TERMS

Total Cash Fees: $ (if any). In addition to cash fees, the parties agree to the equity consideration set forth above.

Late Payment Fee: If any undisputed cash amount is not paid within days after the due date, interest shall accrue at the lesser of per month or the maximum rate permitted by law.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. For material breach, the non-breaching party may terminate if the breaching party fails to cure within days after written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") 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: The Receiving Party shall (i) use Confidential Information only to perform obligations under this Agreement, (ii) limit disclosure to employees, contractors or advisors who have a need to know and are bound to confidentiality obligations no less protective than this Agreement, and (iii) protect Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.

Exclusions: Confidential Information does not include information that is or becomes generally available to the public through no fault of the Receiving Party, was already known by the Receiving Party, lawfully received from a third party without restriction, or independently developed without use of the Disclosing Party's Confidential Information.

Duration: Confidentiality obligations shall survive termination of this Agreement for unless applicable law requires a longer period.

INTELLECTUAL PROPERTY

Ownership: Except as expressly agreed in writing, Service Provider assigns to Client all right, title and interest in and to deliverables created specifically for Client under this Agreement. Service Provider retains ownership of its pre-existing tools, methodologies and know-how.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its gross negligence, willful misconduct, or breach of its representations and warranties under this Agreement.

Limitation: Except for liability arising from willful misconduct or breach of confidentiality, each party's aggregate liability for damages under this Agreement shall not exceed the total cash fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

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. Any dispute arising under this Agreement shall be resolved in the courts located in that state unless the parties agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior or contemporaneous agreements, representations and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party shall assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Severability: If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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