Business Services Terrata

BUSINESS SERVICES TERRATA

This Business Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal address: and Service Provider Name: (Terrata) with principal address: .

WHEREAS

WHEREAS, Client requires certain professional business services related to strategy, operations, systems integration, and advisory support (the "Services"); and

WHEREAS, Service Provider represents that it has the necessary experience, personnel and resources to provide such Services and is willing to provide the Services to Client on the terms and subject to the conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

All fees are exclusive of applicable taxes. Client shall pay undisputed invoices within the number of days set forth in Payment Schedule. Late payments shall accrue interest at the stated Late Payment Fee or, if none is stated, at 1.5% per month (18% per annum), to the maximum extent permitted by law. Client may withhold payment only for amounts subject to a good faith dispute and shall notify Service Provider in writing of the dispute within fifteen (15) days of receipt of the invoice.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach. Upon termination, Client shall pay Service Provider for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement, including business plans, financial information, customer lists, trade secrets, technical data and any information designated as confidential.

Obligations: Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, (b) not use Confidential Information except to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than by a breach of this Agreement, (ii) was already in the Receiving Party's possession without obligation of confidentiality, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the Receiving Party without use of Confidential Information.

Survival: The provisions of this Confidentiality section shall survive for a period of three (3) years following termination or expiration of this Agreement, except that trade secrets shall be protected for as long as they qualify as trade secrets.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property and methodologies. Subject to Client's timely payment of all fees, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes. Any third-party components incorporated into deliverables remain subject to their respective license terms.

INDEPENDENT CONTRACTOR; INDEMNIFICATION

Relationship: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Service Provider is solely responsible for its personnel, taxes, and benefits.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against losses, liabilities and expenses arising out of its breach of this Agreement, negligence, or willful misconduct; provided that the indemnified party provides prompt written notice of any claim and reasonable cooperation in the defense of the claim.

LIMITATION OF LIABILITY

Except for breach of confidentiality, indemnification obligations, or willful misconduct, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of each party arising under this Agreement shall not exceed the total fees paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to 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 in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between executives. If unresolved within forty-five (45) days, the dispute may be resolved by binding arbitration in accordance with commercial arbitration rules, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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