Business Services Trainz

BUSINESS SERVICES TRAINZ — BUSINESS SERVICES AGREEMENT

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business training, operational consulting, and implementation services tailored to corporate clients (the services described herein, collectively, the Services); and

WHEREAS, Client desires to retain Service Provider to perform the Services and Service Provider agrees to provide the Services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows effective as of (the Effective Date).

Scope of Work

Service Provider shall provide services to Client as described below. Service Provider shall perform the Services in a timely, professional manner in accordance with industry standards and the agreed project plan.

Payment Terms

Client shall pay Service Provider for the Services in accordance with the following terms.

Invoices shall be due and payable within days of invoice date. Unpaid amounts shall accrue interest at the lesser of (a) percent per month or (b) the maximum rate permitted by applicable law. A minimum late payment administrative fee of USD may also be charged.

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Term and Termination

This Agreement shall commence on and, unless earlier terminated as provided herein, shall continue until (the Term).

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for cause upon written notice if the other party materially breaches any material obligation and fails to cure such breach within fifteen (15) days after receipt of written notice.

Upon termination, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination. Service Provider shall deliver to Client all work product completed to the effective date and, if requested by Client, reasonable transitional assistance for a mutually agreed fee.

Confidentiality

Each party (the Receiving Party) acknowledges that during performance of this Agreement it may receive or have access to confidential or proprietary information of the other party (the Disclosing Party), including business plans, pricing, customer data, training materials, and trade secrets (Confidential Information). The Receiving Party shall: (a) hold the Disclosing Party's Confidential Information in strict confidence; (b) not use such Confidential Information except as necessary to perform its obligations under this Agreement; and (c) not disclose such 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 contained herein. Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing proprietary materials, methodologies, tools and templates. Upon full payment, Service Provider grants Client a worldwide, nonexclusive, nontransferable license to use deliverables specifically created for Client under this Agreement for Client's internal business purposes. Any modifications, reuse, or distribution outside the scope of this Agreement requires Service Provider's prior written consent and may be subject to additional fees.

Representations; Independent Contractor

Each party represents that it has full power and authority to enter into this Agreement. Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be solely responsible for all taxes, withholdings and other statutory obligations relating to its personnel.

Liability; Indemnification

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from its breach of this Agreement or its negligent or willful misconduct. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES.

Governing Law

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

Entire Agreement; Amendments

This Agreement, including any exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section or to such other address as a party may designate by written notice. Notices shall be deemed given upon personal delivery, confirmed electronic delivery, or three (3) days after deposit with a nationally recognized overnight courier.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

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