Business Services Trystaddis

BUSINESS SERVICES TRYSTADDIS

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

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business services and deliverables as set forth herein; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to provide such services and agrees to perform them in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services to be performed by Service Provider.

1. SCOPE OF WORK

Service Provider shall perform the services and deliverables described below and such other services as the parties may agree in writing. All services shall be performed in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

Client shall pay Service Provider the fees and expenses as set forth in this Section. All payments shall be made in United States dollars unless otherwise agreed in writing.

All undisputed invoices not paid when due shall accrue interest as set forth above and Client shall be responsible for reasonable costs of collection, including attorneys' fees, in the event of nonpayment.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within a commercially reasonable cure period after written notice specifying the breach.

Upon termination Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination and for any non-cancelable obligations reasonably entered into prior to termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "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. Confidential Information includes business plans, financial information, technical data, customer lists, and pricing.

The receiving party shall (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors who need access for the permitted purposes and who are bound by confidentiality no less protective than this Agreement.

Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The confidentiality obligations in this Section shall survive termination of this Agreement for a period of unless a longer period is required by applicable law.

5. INDEPENDENT CONTRACTOR; INTELLECTUAL PROPERTY

Service Provider shall perform services as an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between the parties. Service Provider is responsible for all taxes and statutory obligations arising from its performance.

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes upon full payment. Intellectual property created solely by Service Provider prior to or outside this engagement remains Service Provider's sole property.

6. INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence or willful misconduct, breach of its representations, or infringement of third-party intellectual property rights to the extent caused by the indemnifying party.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation. If the dispute cannot be resolved by negotiation within a reasonable period, the parties may pursue any available remedies in the courts of the state specified above.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and written statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

9. MISCELLANEOUS

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

Individual   LLC   Corporation   Other (specify):

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