Business Services Trieu

BUSINESS SERVICES AGREEMENT — TRIEU

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

WHEREAS

WHEREAS, Client requires certain business services relating to operations, consulting, and related services as further described herein; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations in writing.

PARTY CONTACT INFORMATION

Individual Corporation LLC Partnership

SCOPE OF WORK

Service Provider shall perform the services described below in a professional manner consistent with industry standards. Specific deliverables, milestones, and acceptance criteria are as follows:

PAYMENT TERMS

Payment Method: Check Wire Transfer Credit Card

All fees are exclusive of taxes. Client shall timely pay all undisputed invoices. If Client disputes any portion of an invoice in good faith, the undisputed portion must be paid pending resolution; the parties shall negotiate resolution promptly.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

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

Upon termination, Service Provider shall deliver all completed work and reasonable transition assistance. Client shall pay Service Provider for all work performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose or use, except in performance of its obligations under this Agreement, any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" includes nonpublic business, technical, and financial information disclosed in any form. Confidentiality obligations shall continue for following termination or expiration of this Agreement, unless a longer period is required by applicable law.

Confidential Information does not include information that is (a) publicly known through no breach by the Receiving Party; (b) rightfully received from a third party without restriction; or (c) independently developed without use of the Disclosing Party's Confidential Information. Disclosure required by law shall be preceded by prompt notice to permit the Disclosing Party to seek protective measures.

INTELLECTUAL PROPERTY; DATA

Unless otherwise agreed in writing, Service Provider assigns to Client all deliverable-level work product created specifically for Client under this Agreement. Service Provider retains ownership of its pre-existing tools, methodologies, and general know-how. The parties shall cooperate to execute documentation necessary to effectuate such assignments.

INDEMNITY AND LIMITATION OF LIABILITY

Each party shall indemnify and hold the other harmless from third-party claims arising from its breach of this Agreement or its negligence. EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

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 in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any modification must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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