Business Services Starry Plough

Business Services Agreement — Starry Plough

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

Recitals

WHEREAS, Client seeks to engage a qualified provider to perform certain business services described herein, and Service Provider represents that it has the expertise, personnel, and resources to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such services to Client, including scope, compensation, confidentiality, and remedies for breach; and

WHEREAS, the parties intend for this Agreement to allocate risks, establish acceptance criteria, and provide a clear payment schedule for services to be rendered by Service Provider to Client.

Scope of Work

Service Provider shall perform the services and deliverables described below (collectively, the "Services"). Service Provider will perform the Services in accordance with the schedule and performance standards set forth in this Agreement.

Payment Terms

Client shall pay Service Provider in accordance with the following terms. Fees are exclusive of applicable taxes unless otherwise stated.

Invoices submitted by Service Provider are payable within days of receipt. Payment shall be made to the remittance details provided by Service Provider.

Overdue amounts shall accrue interest at the rate of per month (or the maximum lawful rate if lower), compounded monthly, after a grace period of days. In addition, Client shall be responsible for reasonable collection costs and attorneys' fees to enforce payment.

Client will reimburse Service Provider for pre‑approved, reasonable out‑of‑pocket expenses incurred in performing the Services. Reimbursable expenses must be supported by receipts and submitted with the invoice.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to the effective date of termination. Client will pay for Services performed and expenses incurred through the effective date of termination.

Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party the other party's proprietary or confidential information (the "Confidential Information") disclosed in connection with this Agreement, except as required by law. Confidential Information does not include information that: (a) was already known by the Receiving Party without restriction at the time of disclosure; (b) becomes publicly available through no fault of the Receiving Party; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of or reference to the other party's Confidential Information.

The Receiving Party shall use Confidential Information solely for the purpose of performing its obligations under this Agreement and, upon termination or expiration, shall return or destroy such Confidential Information as requested by the Disclosing Party.

Indemnification and Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligent acts, willful misconduct, or material breach of this Agreement. Except for liability arising from gross negligence, willful misconduct or indemnified claims, neither party's aggregate liability under this Agreement shall exceed the total amounts paid by Client to Service Provider in 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 conflicts of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation prior to initiating formal legal proceedings.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

The parties are independent contractors. Nothing in this Agreement shall be interpreted to create a partnership, joint venture, or employment relationship. Service Provider shall be solely responsible for all taxes and other obligations with respect to its employees and subcontractors. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.

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