Business Services Trinity AIFE

Business Services Trinity AIFE

This Business Services Agreement ("Agreement") is entered into as of by and between:

Service Provider Name:

Client Name:

WHEREAS

WHEREAS, Service Provider is duly experienced and competent to deliver business services, software integration, advisory, or other professional services as described herein; and

WHEREAS, Client desires to engage Service Provider to perform the services set forth in this Agreement and Service Provider agrees to provide such services pursuant to the terms and conditions contained herein.

WHEREAS, the parties intend that this Agreement define their respective rights and obligations, including payment, confidentiality, and termination rights.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: (amount payable by Client to Service Provider for the Services, exclusive of reimbursable expenses and applicable taxes).

Payments are due within days of the invoice date. Late payments shall accrue interest at % per month (or the highest rate permitted by applicable law, if lower). Service Provider may suspend performance for any undisputed late amounts after providing days' written notice.

Reimbursable Expenses: Client shall reimburse Service Provider for pre-approved, reasonable, and documented out-of-pocket expenses incurred in connection with performance. Expenses must be itemized on invoices.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice for the other's material breach if such breach remains uncured for days after receipt of notice of breach.

Upon termination, Service Provider shall deliver all work in progress and Client shall pay Service Provider for all Services performed and reasonable, documented expenses incurred through the effective date of termination. Any advance payments for unearned Services shall be refunded or offset in accordance with invoiced amounts and expenses.

CONFIDENTIALITY

"Confidential Information" means non-public, proprietary, or commercially sensitive information disclosed by one party to the other, whether written, oral, electronic, or other form, that is designated as confidential or that a reasonable person would understand to be confidential. Confidential Information does not include information that is (a) in the public domain through no wrongful act of the receiving party; (b) rightfully received from a third party without obligation of confidentiality; or (c) independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own similar confidential information but with no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to those employees, consultants, or advisors with a need to know and who are bound by confidentiality obligations at least as protective as this Agreement. These obligations shall survive for three (3) years following termination or expiration of this Agreement, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INDEPENDENT CONTRACTOR; INSURANCE; INDEMNITY

Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider is responsible for all taxes and withholdings. Service Provider shall maintain insurance appropriate to the Services performed. Service Provider shall indemnify and hold harmless Client from third-party claims arising from Service Provider's gross negligence, willful misconduct, or material breach of this Agreement, except to the extent caused by Client's gross negligence or willful misconduct.

LIMITATION OF LIABILITY

Except for liabilities resulting from gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party will be liable for consequential, incidental, special, or punitive damages. The aggregate liability of each party for claims arising under this Agreement shall not exceed the total fees paid by Client to Service Provider in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

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

NOTICES

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control provided the assignee assumes the obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid provision that most closely reflects the parties' original intent.

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