Business Services VOLT

Business Services VOLT

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

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services described herein, and Service Provider has the capability and willingness to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that Service Provider shall provide services to improve, optimize, and deliver operational, technological, and advisory support under the terms of this Agreement, and the parties wish to set forth the mutual rights and obligations with respect to such services.

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

Scope of Work

Service Provider shall perform the services described below (the Services). The Services shall include the tasks, deliverables, milestones, and specifications set forth in this Scope of Work. Service Provider will provide qualified personnel, equipment, and materials necessary to complete the Services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration of the Services, Client shall pay Service Provider the fees and expenses set forth below. All fees are exclusive of taxes and reimbursable expenses unless otherwise stated.

All payments not received within the Payment Terms shall accrue interest at the rate set forth above or, if no rate is specified, at the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

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

Confidentiality

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) 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, pricing, financial information, technical data, trade secrets, customer lists, and any other proprietary information.

The Receiving Party shall: (a) hold the Confidential Information in strict confidence; (b) not disclose the Confidential Information to any third party except as expressly permitted by this Agreement; and (c) use the Confidential Information solely to perform its obligations under this Agreement. The Receiving Party may disclose Confidential Information to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly known through no wrongful act of the Receiving Party; (ii) was in the Receiving Party's possession free of any obligation of confidentiality prior to disclosure by the Disclosing Party; (iii) is rightfully received from a third party without restriction and without breach of any obligation to the Disclosing Party; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party and certify in writing that it has done so, except to the extent retention is required by law, in which case the Confidential Information shall remain subject to the confidentiality obligations herein for so long as it is retained.

Representations; Relationship of the Parties; Indemnity

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider is an independent contractor and nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the parties. Each party shall comply with all applicable laws in performing its obligations under this Agreement.

Service Provider shall indemnify, defend and hold harmless Client from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Service Provider's breach of this Agreement, negligence, or willful misconduct in connection with the performance of the Services. Client shall indemnify Service Provider for breaches by Client of its obligations hereunder.

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 under this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments hereto, 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. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is determined to be invalid or unenforceable, that provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to a successor in interest in connection with a sale of all or substantially all of its assets or a merger.

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