Business Stabilization Services

BUSINESS STABILIZATION SERVICES AGREEMENT

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

RECITALS

WHEREAS, Service Provider has specialized experience in diagnosing operational distress, stabilizing cash flow, restructuring short-term obligations, and implementing operational controls for small and medium enterprises; and

WHEREAS, Client desires to engage Service Provider to provide business stabilization services to address identified operational and financial risks and to restore stability to Client's business operations under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF SERVICES

Service Provider shall perform the stabilization services described below (the "Services"). Services shall include, without limitation, assessment of cash flow and working capital, development and implementation of immediate cash-preservation measures, reorganization of short-term payables, prioritization of critical vendor relationships, operational efficiencies, and training of key personnel as necessary to achieve stabilization objectives.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimbursements in accordance with the following terms:

Late payments shall incur interest at or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party that is not cured within days after written notice. Termination for cause shall not relieve Client of obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party in connection with this Agreement, whether disclosed orally, in writing, or by inspection. Each party shall: (a) hold Confidential Information in strict confidence and use it only to perform its obligations under this Agreement; (b) limit disclosure 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 herein; and (c) take reasonable measures to prevent unauthorized disclosure. Confidential Information does not include information that is or becomes publicly known other than by breach of this Agreement, is rightfully received without restriction from a third party, or is independently developed without use of the disclosing party's Confidential Information.

The obligations in this Confidentiality section shall continue for years following termination or expiration, provided that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Except as expressly provided in writing, Service Provider shall retain ownership of methodologies, templates, tools, and know-how developed prior to or outside the scope of this Agreement. To the extent Service Provider creates deliverables expressly commissioned by Client ("Work Product"), Service Provider hereby assigns to Client all right, title and interest in such Work Product upon full payment of all fees due. Service Provider may, however, retain copies for its records and internal use of non-identifying, aggregated information.

LIMITATION OF LIABILITY; INDEMNIFICATION

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, OR OTHERWISE. THE AGGREGATE LIABILITY OF SERVICE PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Client shall indemnify and hold harmless Service Provider from and against third-party claims arising from Client's willful misconduct, misuse of deliverables, or breach of representations and warranties, except to the extent such claims result from Service Provider's gross negligence or intentional misconduct.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes by negotiation; if unresolved within thirty (30) days, disputes shall be resolved in the courts of the chosen state.

REPRESENTATIONS; WARRANTIES

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations. Service Provider warrants that Services will be performed in a professional manner consistent with industry standards; except for this express warranty, Services are provided "AS IS" and Service Provider disclaims all other warranties, express or implied.

ENTIRE AGREEMENT

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party designates by notice in accordance with this section).

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or agency relationship. Neither party may assign its rights or delegate its obligations without the other party's prior written consent, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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