Business Services Thomas

BUSINESS SERVICES THOMAS

This Business Services Agreement (the "Agreement") is made effective as of , by and between:

Recitals

WHEREAS, the Service Provider has expertise in providing business services including consulting, project management, and related deliverables as described in this Agreement; and

WHEREAS, the Client desires to engage the Service Provider to perform such services under the terms and conditions set forth herein; and

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

Scope of Work

The Service Provider shall furnish the services, deliverables and work product described below. The Service Provider will perform services in a professional manner consistent with prevailing industry standards.

Payment Terms

The Client shall pay the Service Provider as follows. Fees are exclusive of taxes unless otherwise stated. All payments shall be made in United States dollars unless the parties agree in writing to an alternate currency.

Late payments shall accrue interest at the rate specified above and the Service Provider may suspend performance if undisputed invoices remain unpaid past thirty (30) days following notice of delinquency.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice specifying the breach.

Confidentiality

Each party shall hold in confidence and not disclose to any third party any non-public information disclosed by the other party that the disclosing party designates as confidential or that, by its nature, should reasonably be treated as confidential ("Confidential Information"). Confidential Information excludes information that is (a) known to the receiving party prior to disclosure; (b) becomes publicly available through no fault of the receiving party; or (c) is rightfully received from a third party without breach of any obligation of confidentiality.

Representations, Indemnification and Liability

Each party represents and warrants that it has the authority to enter into this Agreement. The Service Provider will perform services using qualified personnel and in accordance with applicable laws. The Client will provide timely cooperation and access to information necessary for performance.

The Service Provider agrees to indemnify and hold harmless the Client from third-party claims arising from the Service Provider's gross negligence or willful misconduct. Except for liability arising from willful misconduct, fraud, or breach of confidentiality, the parties' aggregate liability under this Agreement shall be limited to direct damages not to exceed the total amount paid by the Client to the Service Provider under this Agreement during the six (6) month period preceding the claim.

Independent Contractor

The Service Provider is an independent contractor and not an employee, agent, or partner of the Client. The Service Provider is solely responsible for all taxes, withholdings, and other statutory, regulatory or contractual obligations of any sort.

Service Provider confirms independent contractor status

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law rules. Any dispute arising under this Agreement shall be resolved in the courts of that state or by mutually agreed arbitration.

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

Severability; Notices

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices required by this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

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