Business Services Super Spar

BUSINESS SERVICES AGREEMENT — SUPER SPAR

Parties

Recitals

WHEREAS, Service Provider has professional expertise and experience in providing business consulting, marketing, and operational advisory services to businesses seeking to optimize operations and grow revenue; and

WHEREAS, Client desires to retain Service Provider to perform certain services described 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 contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Service Provider will provide the services, deliverables, and consulting described below. The scope may be amended only by a written change order signed by both parties.

Payment Terms

Total Compensation: Client shall pay Service Provider the sums described below in consideration for the services rendered. Unless otherwise agreed in writing, compensation will be paid as follows.

Late Payment: Any undisputed payment not received within the time specified in the invoice shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, calculated from the due date until paid in full. Client is responsible for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

This Agreement commences on the Effective Date and, unless earlier terminated as provided below, will continue until the End Date set forth below.

Effective Date:

End Date:

Termination for Convenience: Either party may terminate this Agreement for convenience by delivering written notice to the other party no fewer than prior to the intended termination date. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that during the performance of this Agreement it may receive or have access to confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall not include information that is (a) already known to the receiving party at the time of disclosure without obligation of confidentiality; (b) becomes publicly known through no wrongful act of the receiving party; (c) independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) rightfully received from a third party without restriction.

The receiving party shall (i) hold Confidential Information in strict confidence; (ii) use the Confidential Information solely to perform obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, agents, or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein. Upon termination or expiration of this Agreement, the receiving party shall return or destroy all Confidential Information as directed by the disclosing party and certify such return or destruction in writing upon request.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of or relating to this Agreement.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) to the extent arising from the indemnifying party's gross negligence or willful misconduct or its breach of this Agreement.

Entire Agreement

This Agreement, including any attachments and written change orders signed by both 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 to this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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