Business Services UMUIM

BUSINESS SERVICES UMUIM

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

WHEREAS

WHEREAS, Service Provider possesses the expertise, personnel, and resources necessary to perform business services including but not limited to consulting, implementation, and ongoing support, as further described in this Agreement;

WHEREAS, Client desires to engage Service Provider to provide such services, and Service Provider agrees to provide those services under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described below and any additional tasks that the parties agree in writing. All services shall be performed in a professional and workmanlike manner consistent with industry standards.

Deliverables shall include timelines, acceptance criteria, and any interim milestones. Changes to the Scope of Work shall be documented in writing and signed by authorized representatives of both parties. Service Provider is responsible for obtaining necessary approvals and consents for third-party resources it engages.

PAYMENT TERMS

In exchange for Services rendered, Client shall pay Service Provider in accordance with the terms set forth below.

Unless otherwise stated, Client shall reimburse Service Provider for preapproved, reasonable out-of-pocket expenses incurred in connection with performance of the Services. Service Provider shall submit itemized invoices that specify labor, hours, rates, expenses, and any applicable taxes. Payment shall be made in the currency denominated in the invoice.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination.

Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party to the other party, whether orally, in writing, or by electronic transmission, that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be treated as confidential. Confidential Information shall not include information that is (a) known to the receiving party at the time of disclosure without an obligation of confidentiality; (b) becomes publicly known through no wrongful act of the receiving party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to Confidential Information.

The receiving party shall (i) use Confidential Information solely for the purposes of performing under this Agreement, (ii) restrict disclosure of Confidential Information to those employees, agents, or subcontractors who have a need to know for such purposes and who are bound by confidentiality obligations no less protective than those herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. These confidentiality obligations shall survive termination or expiration of this Agreement for a period of years.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Service Provider shall be solely responsible for all taxes, withholdings, and other statutory obligations arising from performance of the Services.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or a party's breach of its confidentiality obligations, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages, even if advised of the possibility of such damages. Except as otherwise provided herein, each party's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement during the six (6) months preceding the event giving rise to the claim.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of any disputes arising from this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and written amendments signed by authorized representatives of the parties, 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 or modification of this Agreement shall be binding unless set forth in a writing signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information set forth below or such other address as either party may designate in writing.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that they have read and understand this Agreement and that no representations or warranties outside of those contained herein have been relied upon in entering into this Agreement.

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