Business Services TJ

BUSINESS SERVICES AGREEMENT — BUSINESS SERVICES TJ

Effective Date:

Service Provider Name:    Client Name:

RECITALS

WHEREAS, Service Provider operates a business offering professional business services, including but not limited to consulting, project management, and administrative services, and possesses the skill, personnel, and resources necessary to perform the services described herein; and

WHEREAS, Client desires to engage Service Provider to perform certain services for Client under the terms and conditions set forth in this Agreement, and Service Provider is willing to perform such services in accordance with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. All services rendered under this Agreement shall be performed pursuant to the scope set forth by the parties.

PAYMENT TERMS

Compensation to Service Provider shall be as follows. Client shall pay Service Provider the amounts set forth below in consideration for the performance of the Scope of Work. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Late Payment: In the event any undisputed invoice is not paid within days of the invoice due date, Client shall pay a late fee equal to % per month on the outstanding balance, or the maximum permitted by law, whichever is lower.

Expenses: Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with the performance of services upon presentation of supporting receipts.

TERM AND TERMINATION

Term: This Agreement shall commence on the Start Date and continue until the End Date or until earlier terminated as provided herein.

Start Date:    End Date:

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party given at least days prior to the effective date of termination.

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 days after receipt of written notice specifying the breach. Upon termination, Client shall pay Service Provider for all services performed and approved expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, client lists, pricing, trade secrets, and technical information.

Obligations: The 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 but not less than reasonable care; (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 employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exclusions: Confidential Information does not include information that is (i) publicly known through no breach of this Agreement, (ii) rightfully received from a third party without restriction, (iii) independently developed by the receiving party without reference to the disclosing party's Confidential Information, or (iv) required to be disclosed by law or court order, provided the receiving party gives prompt notice and cooperates reasonably with any lawful efforts to limit disclosure.

Duration: The confidentiality obligations under this section shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall be protected for as long as the information qualifies as a trade secret under applicable law.

INSURANCE AND INDEMNIFICATION

Service Provider shall maintain insurance customary for the services provided, including commercial general liability and professional liability insurance in commercially reasonable amounts. Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising out of its gross negligence or willful misconduct in connection with this Agreement, subject to applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments hereto that are signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, such provision shall be modified to the minimum extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

Assignment: Neither party may assign this Agreement or any rights hereunder without the other party's prior written consent, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets, provided the assignee assumes Service Provider's obligations.

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