Business Services Solstice

BUSINESS SERVICES AGREEMENT — SOLSTICE

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: with principal place of business at and Client Name: with principal place of business at . The parties agree as follows.

WHEREAS

WHEREAS, Service Provider offers business consulting, advisory, and implementation services in areas including operations, marketing, and technology;

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider agrees to perform such services under the terms and conditions set forth below.

SCOPE OF WORK

Service Provider shall perform the professional services and deliverables described below. The parties acknowledge that specific deliverables, acceptance criteria, and milestones will be set forth and amended in writing as needed.

PAYMENT TERMS

Client shall pay Service Provider for the services described herein in accordance with the schedule and amounts set forth below. All fees are exclusive of taxes unless otherwise stated. Invoices not disputed in writing within ten (10) business days shall be deemed accepted.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided herein. Either party may terminate this Agreement for convenience upon written notice to the other party provided no fewer than days' prior written notice.

Either party may terminate immediately for material breach by the other party that remains uncured thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination, nor shall it limit any other remedies available under law or equity.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in confidence all non-public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") and shall not use such information except to perform its obligations under this Agreement. Confidential information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the Disclosing Party's confidential information.

Upon termination or request, the Receiving Party shall promptly return or destroy all confidential materials and certify in writing the disposition of such materials. The obligations in this Section shall survive termination of this Agreement for a period of years, except to the extent longer protection is required by applicable law.

INDEPENDENT CONTRACTOR; INSURANCE

Service Provider is an independent contractor and not an employee or agent of Client. Service Provider shall be responsible for all taxes and withholdings. Service Provider shall maintain throughout the term appropriate insurance coverages and, upon request, provide certificates evidencing such coverage.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and each party's aggregate liability shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses below by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

GOVERNING LAW; DISPUTE RESOLUTION

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. The parties shall seek in good faith to resolve disputes through negotiation. If unresolved, disputes shall be submitted to binding arbitration in a mutually agreed location, with judgment upon the award entered in any court of competent jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written attachments or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. No amendment, modification, or waiver of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith a substitute provision that most nearly effects the parties' intent.

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