Business Services SPARTA PTC

BUSINESS SERVICES SPARTA PTC

This Business Services Agreement ("Agreement") is entered into between Service Provider: with principal address and Client Name: with principal address .

RECITALS

WHEREAS, Service Provider is duly engaged in the business of providing professional business services, including but not limited to consulting, project management, technical assistance, and strategic advisory; and

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

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Service Provider shall submit written invoices to Client in accordance with the payment schedule. Client shall pay all undisputed invoices in full within days of receipt. Payments shall be made in United States dollars unless otherwise agreed in writing.

Any unpaid amount overdue beyond the payment period shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred in collecting past-due amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breach remains uncured thirty (30) days after written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in any form 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 party agrees: (a) to keep the other party's Confidential Information strictly confidential using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not to disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) to use Confidential Information solely to perform obligations or exercise rights under this Agreement. Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets which shall be protected to the extent permitted by law.

COMPLIANCE AND TAXES

Each party shall comply with applicable laws and regulations in performing its obligations. Service Provider is solely responsible for payment of its taxes and any benefits payable to its personnel. Client shall not withhold taxes from payments to Service Provider unless required by law, in which case Client shall withhold and remit such taxes and provide documentation of withholding to Service Provider.

LIMITATION OF LIABILITY

Except for breaches of confidentiality, willful misconduct, or gross negligence, neither party shall be liable to the other for consequential, incidental, special, punitive, or exemplary damages, even if advised of the possibility of such damages. Each party's aggregate liability arising out of or connected with this Agreement shall not exceed the total amounts paid or payable to Service Provider under this Agreement during the twelve (12) months preceding 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 its conflict of law principles. The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved within thirty (30) days, the parties may pursue any available legal or equitable remedies in courts located within that state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or waiver shall be effective except in a written instrument signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The headings in this Agreement are for convenience only and shall not affect interpretation.

Notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth above or to such other address as a party may designate by notice.

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