Business Services SNL PRE

BUSINESS SERVICES SNL PRE

Parties

Service Provider:

Client Name:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services and has the experience and capacity to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform certain services under the terms and conditions set forth herein; and

WHEREAS, the parties wish to memorialize their respective rights and obligations in this written Agreement titled Business Services SNL PRE.

Scope of Work

Deliverables and milestones, if any, shall be set forth in writing and attached as an exhibit or as mutually agreed email documentation signed by authorized representatives of both parties prior to the commencement of the related work.

Payment Terms

Payment is due within days following receipt of an undisputed invoice. Late payments shall incur interest at the rate of % per month (or the maximum rate permitted by law, if lower), calculated daily from the due date until paid in full.

All fees are exclusive of taxes. Client is responsible for any sales, use, value-added, or similar taxes legally imposed on the transactions contemplated by this Agreement, except for taxes based on Service Provider's net income.

Term and Termination

This Agreement commences on and continues until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that is not cured within 15 days after written notice of such breach, or immediately for insolvency or bankruptcy of the other party.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination and, where applicable, for reasonable wind-down costs incurred by Service Provider.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, 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. Each recipient agrees to: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information does not include information that is or becomes publicly available without breach, was lawfully known prior to disclosure, is independently developed, or is rightfully obtained from a third party without confidentiality obligations.

Upon termination or upon written request, recipient shall promptly return or destroy Confidential Information, except that recipient may retain one archival copy in its legal files solely for compliance and recordkeeping purposes.

Independent Contractor; Insurance

Service Provider performs services as an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship. Service Provider shall be solely responsible for all taxes, withholding obligations, and benefits for its personnel. Upon request, Service Provider will provide proof of insurance appropriate to the services rendered.

Limitation of Liability

Except for liability arising from unauthorized disclosure of Confidential Information or willful misconduct, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages. The parties' aggregate liability for any claim arising from or related to this Agreement shall not exceed the fees paid to Service Provider under this Agreement in the six (6) months preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve disputes through negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration conducted in the county specified in the governing law state's rules of arbitration, and judgment on the arbitrator's award may be entered in any court of competent jurisdiction.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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