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Business Welcome Page — Service Agreement

This Service Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Business Name: , with principal place of business at , and Client Name: , with contact address .

RECITALS

WHEREAS, Business represents that it is duly qualified and experienced to provide the services described herein and has the personnel, skill, and resources necessary to perform such services;

WHEREAS, Client desires to engage Business, and Business agrees to provide services to Client under the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to record their agreement in writing as provided below.

SCOPE OF WORK

Business shall perform the services and deliverables described in the scope below. Services will be performed in a professional manner consistent with industry standards. Material changes to scope will require prior written authorization and may affect fees and schedule.

PAYMENT TERMS

Client shall pay Business the compensation described below in consideration for the services. All fees are payable in U.S. dollars unless otherwise agreed in writing. Business may suspend performance for material nonpayment after ten (10) days' written notice.

Unless otherwise stated, invoices are due within the period specified in the payment schedule. Overdue amounts shall accrue interest at the rate specified in the Late Payment Fee above, or if no rate is stated, at one percent (1%) per month. Client shall reimburse Business for reasonable out-of-pocket expenses incurred in connection with the services, provided such expenses are pre-approved in writing.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing the required notice period to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within fifteen (15) days after receiving written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performing under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that reasonably should be understood to be confidential. Each party agrees to (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) 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 no less protective than those set forth herein. Confidentiality obligations shall survive termination for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or related to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments 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 modification shall be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Business may assign to an affiliate or in connection with a merger or sale of substantially all its assets. Severability: If any provision is held invalid, the remaining provisions remain in effect.

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