Business Services Silver Corner

BUSINESS SERVICES AGREEMENT — SILVER CORNER

This Business Services Agreement ("Agreement") is entered into by and between:

Effective Date:

RECITALS

WHEREAS, Client operates or intends to operate certain business activities under the trade name "Silver Corner" and seeks professional business services to support operations, compliance, marketing, and related functions; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources to perform the services described in this Agreement and desires to provide such services to Client on the terms set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations concerning the provision of such services.

SCOPE OF WORK

Service Provider shall provide business services to Client as described below. Services may include, but are not limited to, business consulting, operational support, marketing strategy, bookkeeping assistance, vendor management, and other tasks reasonably related to the Silver Corner business model. Specific deliverables, milestones, and performance standards shall be as agreed in writing by the parties.

PAYMENT TERMS

Client shall pay Service Provider fees in consideration for the services rendered as follows. Fees are exclusive of applicable taxes unless otherwise stated.

Invoicing: Service Provider will submit invoices in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt unless otherwise agreed in writing.

ACH / Electronic Transfer    Check    Credit Card

Late Payment: Past-due amounts shall accrue interest at % per month (or the maximum rate permitted by law), and/or a flat late fee of for each late invoice, at Service Provider's election.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until , unless earlier terminated as provided herein.

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

Upon termination, Service Provider shall be entitled to payment for services performed and approved expenses incurred through the effective date of termination. Sections that by their nature survive termination (including Confidentiality, Indemnification, and Governing Law) shall remain in effect.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other 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, including trade secrets, business plans, financial information, customer lists, and pricing.

Obligations: Recipient shall (i) hold Confidential Information in strict confidence, (ii) not use Confidential Information except to perform obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to Recipient's employees, contractors, or advisors with a need to know who are bound by confidentiality obligations no less protective than those herein.

Exclusions: Confidential Information does not include information that is (a) already known to Recipient without obligation of confidentiality, (b) becomes publicly known through no fault of Recipient, (c) is rightfully received from a third party without restriction, or (d) is independently developed by Recipient without use of Confidential Information.

Duration: The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of unless a longer period is required by law for trade secrets.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses, damages, liabilities, costs and 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 or indemnification obligations, neither party shall be liable for consequential, incidental, indirect, special, or punitive damages. The aggregate liability of either party for claims arising under this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that State for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto and any written amendments signed 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, negotiations, and communications, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets; provided that the assignee assumes all obligations hereunder.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or as otherwise designated in writing.

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