Business Services Soeredjo

BUSINESS SERVICES AGREEMENT — SOEREDJO

This Business Services Agreement (the Agreement) is entered into as of (Effective Date), by and between:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to advisory, operational support, and project implementation; and

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

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described below. The services shall include deliverables, milestones, and performance standards as set forth in this section and any attachments executed by the parties.

Payment Terms

Client shall pay Service Provider compensation for the services as set forth below. Fees are exclusive of taxes unless otherwise stated.

Invoices shall be payable within days of Client's receipt of a proper invoice. Overdue amounts shall bear interest at a rate of per month (or the maximum permitted by law if less). Client shall be responsible for any reasonable collection costs, including attorneys' fees, for amounts not timely paid.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any 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. Confidential Information includes business plans, financial information, customer lists, technical data, and trade secrets.

The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. The obligations of confidentiality shall survive termination of this Agreement for years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Confidential Information shall not include information that: (a) is or becomes generally known to the public through no act or omission of the Receiving Party; (b) was known to the Receiving Party prior to disclosure as evidenced by written records; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information. If disclosure is required by law or court order, the Receiving Party shall provide prompt notice to the Disclosing Party and cooperate in any lawful effort to limit disclosure.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties agree that exclusive venue for any dispute arising under this Agreement shall be in the state or federal courts located within the county specified by the parties:

Independent Contractor; Liability

Service Provider is an independent contractor and not an employee, agent, or legal representative of Client. Service Provider shall be solely responsible for withholding and payment of any taxes related to compensation received hereunder and for compliance with applicable employment and labor laws with respect to its employees and contractors. Neither party shall be liable for indirect, incidental, consequential, special, or punitive damages, except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property obligations.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying party's negligence, willful misconduct, or breach of this Agreement, except to the extent caused by the indemnified party's negligence or willful misconduct.

Entire Agreement; Amendment

This Agreement, together with any attachments, exhibits, or statements of work signed by the 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 shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, provided that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. Notices required hereunder shall be in writing and delivered to the addresses set forth above.

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