Business Services Sundae

Business Services Sundae — General Business Agreement

Parties

This Agreement is entered into between Client Name: and Service Provider Name: (each a "Party" and together the "Parties") as of the Effective Date set forth below.

Recitals

WHEREAS, Client requires certain business services involving advisory, project management, and deliverable production as described herein; and

WHEREAS, Service Provider represents that it has the professional expertise, personnel, and resources to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider shall perform and Client shall pay for the Services.

Effective Date

Effective Date:

Scope of Work

Payment Terms

Total Fee:

Late Payment Fee: — applied to any overdue balance from the date payment is due until paid in full.

Expenses: Service Provider shall be reimbursed for pre-approved, reasonable, and documented out-of-pocket expenses. Expense approval procedure:

Term and Termination

Term Commencement Date: . Term Expiration Date:

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 such breach within days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver any completed work and invoice Client for work performed and approved expenses through the termination date. Client shall pay all undisputed amounts in accordance with the Payment Terms.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one Party to the other, whether oral, written or electronic, that is designated confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligation: Each Party shall (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 in no event less than reasonable care, and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Exclusions: Confidential Information does not include information that is (i) publicly available without breach of this Agreement, (ii) rightfully received from a third party having no duty of confidentiality, (iii) independently developed without use of the other Party's Confidential Information, or (iv) required to be disclosed by law or court order, provided the receiving Party gives prompt notice to the disclosing Party and cooperates in any lawful effort to limit disclosure.

Intellectual Property

Ownership: Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, perpetual, worldwide license to use deliverables produced under this Agreement for Client's internal business purposes. Service Provider retains ownership of any pre-existing intellectual property, methodologies, tools, or templates used in performing the Services.

Representations; Indemnification; Limitation of Liability

Each Party represents that it has the authority to enter this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Indemnification: Each Party shall indemnify, defend and hold the other harmless from third-party claims arising out of the indemnifying Party's breach of this Agreement, willful misconduct, or gross negligence, provided that the indemnified Party gives prompt written notice and cooperates in the defense.

Governing Law; Dispute Resolution

Governing Law: 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.

Dispute Resolution: The Parties shall first attempt in good faith to resolve disputes through negotiation between senior representatives. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration administered in accordance with the Parties' selected arbitration procedures, with the arbitration to take place in the county of the Governing Law state's principal business location unless otherwise mutually agreed.

Entire Agreement; Amendments

Entire Agreement: This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties and supersedes all prior discussions, proposals, and agreements relating to the subject matter hereof. No amendment or waiver will be effective unless in writing and signed by authorized representatives of both Parties.

Notices

Miscellaneous

Assignment: 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, acquisition, or sale of substantially all its assets, provided the assignee assumes the assigning Party's obligations.

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the Parties.

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