Business Services TSNM

BUSINESS SERVICES TSNM

This Business Services Agreement ("Agreement") is entered into as of (the "Effective Date") by and between Service Provider: and Client: . Service Provider and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Service Provider has expertise in providing business services, including but not limited to consulting, advisory, technical, and operational support, and is willing to perform such services for Client under the terms set forth herein; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider agrees to perform such services on the terms and conditions contained in this Agreement.

WHEREAS, the Parties intend that certain work may be performed on a time, materials, and not-to-exceed basis as further set forth in this Agreement (TSNM).

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards and in accordance with any schedule agreed in writing by the Parties. Any material changes to the Scope of Work require a written amendment signed by both Parties.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt. Invoices shall itemize labor, hours, rates, materials, and expenses. In the event payment is not received by the due date, Service Provider may assess a late fee of on the outstanding balance or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective date of termination. Either Party may terminate immediately for cause if the other Party materially breaches a material obligation under this Agreement and does not cure such breach within thirty (30) days of written notice. Upon termination, Client shall pay Service Provider for all services performed and reasonable, non-cancellable expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one Party ("Discloser") to the other Party ("Recipient") that is designated confidential or which reasonably should be understood to be confidential. Recipient shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, (b) use Confidential Information solely 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 at least as protective as those herein. Confidential Information shall not include information that is or becomes publicly available through no fault of Recipient, is rightfully received from a third party without restriction, or is independently developed by Recipient without use of Discloser's Confidential Information. Upon termination or at Discloser's request, Recipient shall promptly return or destroy Discloser's Confidential Information and certify such return or destruction in writing upon request.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested).

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or statements of work executed contemporaneously, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

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

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a substitute, valid and enforceable provision that most nearly effects the Parties' original intent.

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and performance of this Agreement will not violate any other agreement or obligation by which it is bound.

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