Business Services Shearl

BUSINESS SERVICES SHEARL AGREEMENT

Parties and Recitals

This Business Services Shearl Agreement ("Agreement") is entered into as of by and between Client Name: with principal address

and Service Provider Name: with principal address

WHEREAS, Client desires to retain Service Provider to perform certain business services described below; and

WHEREAS, Service Provider represents that it has the professional experience, personnel, and resources necessary to perform such services in accordance with the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

As full compensation for the performance of the Scope of Work, Client shall pay Service Provider as set forth below.

Late payments shall incur a late fee equal to: or (whichever is greater). Fees accrue from the date payment is due until paid.

Client is responsible for any taxes or governmental assessments imposed on the payments under this Agreement, excluding taxes on Service Provider's net income.

3. Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Client of its obligation to pay for Services performed through the effective date of termination.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Receiving party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information solely to perform obligations under this Agreement, and (c) not disclose Confidential Information to third parties except to employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes public through no fault of the recipient; (ii) was rightfully in recipient's possession prior to disclosure; (iii) is independently developed by recipient without use of the disclosing party's Confidential Information; or (iv) is obtained from a third party having the right to disclose same.

5. Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property and tools. Subject to Client's payment in full, Service Provider grants Client a perpetual, non-exclusive license to use deliverables delivered under this Agreement for Client's internal business purposes. Any third-party materials incorporated into deliverables remain subject to their respective licenses.

6. Indemnification and Limitation of Liability

Each party shall indemnify the other against claims arising from its gross negligence, willful misconduct, or material breach of this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles.

8. Entire Agreement and Amendment

This Agreement, together with any exhibits or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior or contemporaneous oral or written agreements. Any amendment must be in writing and signed by authorized representatives of both parties.

9. Miscellaneous

Notices required by this Agreement shall be in writing and delivered to the addresses listed above. If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

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