Legal Corporate Document

LEGAL CORPORATE DOCUMENT

This Corporate Services Agreement (the "Agreement") is made and entered into as of by and between Company Name: , a Entity Type: Corporation LLC Other, organized under the laws of , with principal place of business at ("Company"), and Service Provider Name: , a organized under the laws of , with principal place of business at ("Provider").

RECITALS

WHEREAS, Company requires certain corporate, advisory, technical, and administrative services in connection with its business operations and corporate governance; and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to perform the services described in this Agreement and is willing to provide such services on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision and receipt of those services.

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

1. DEFINITIONS

1.1 "Services" means the corporate, advisory, administrative, and related services to be provided by Provider as described in Exhibit A attached hereto and incorporated by reference. Exhibit A content:

2. TERM

2.1 The term of this Agreement shall commence on the Effective Date specified above and shall continue for an initial period of months unless earlier terminated as provided in this Agreement.

2.2 Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause may be immediate where the non‑defaulting party provides written notice describing the breach and the breach is not cured within thirty (30) days.

3. FEES AND PAYMENT

3.1 As full compensation for the Services, Company shall pay Provider the fees set forth below and in Exhibit A. Initial fee amount: USD.

3.2 Provider shall invoice Company in accordance with the schedule in Exhibit A. Unless otherwise agreed, invoices are payable within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. CONFIDENTIALITY

4.1 Each party (the "Receiving Party") shall hold in strict confidence all non‑public information disclosed by the other party (the "Disclosing Party") in connection with this Agreement and shall not use or disclose such information except as necessary to perform its obligations hereunder. Confidential information does not include information that is public other than by breach of this Agreement, known to the Receiving Party prior to disclosure, or rightfully obtained from a third party without restriction.

4.2 The obligations in this Section shall survive termination of this Agreement for a period of years.

5. INTELLECTUAL PROPERTY

5.1 Except as expressly provided herein, each party retains all right, title and interest in and to its preexisting intellectual property. To the extent Provider creates any deliverables for Company under this Agreement, Provider hereby assigns to Company all right, title and interest in such deliverables, subject to Provider's retention of rights in any underlying tools, methodologies or preexisting materials. The parties shall execute all documents reasonably necessary to effectuate such assignment.

6. WARRANTIES; DISCLAIMER

6.1 Provider warrants that it will perform the Services in a professional and workmanlike manner in accordance with industry standards. Provider does not warrant that the Services will be uninterrupted or error‑free, and all other warranties, whether express or implied, are expressly disclaimed to the maximum extent permitted by law.

7. INDEMNIFICATION

7.1 Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third‑party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct or violation of law.

8. LIMITATION OF LIABILITY

8.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF USE, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY COMPANY TO PROVIDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

9. INSURANCE

9.1 Provider shall maintain at its expense commercial general liability, professional liability/errors and omissions, and workers' compensation insurance with limits customary and reasonable for the scope of services. Upon request, Provider will provide certificates of insurance evidencing such coverage.

10. COMPLIANCE WITH LAW

10.1 Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including those relating to export control, anti‑corruption, and employment.

11. NOTICES

11.1 All notices required or permitted hereunder shall be in writing and shall be delivered personally, by certified mail (return receipt requested), nationally recognized overnight courier, or by email with confirmation, to the addresses set forth below or such other address as either party may designate by notice.

12. ASSIGNMENT

12.1 Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Company may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided that the assignee assumes all obligations hereunder.

13. AMENDMENTS; WAIVER

13.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right hereunder shall operate as a waiver thereof.

14. GOVERNING LAW; VENUE

14.1 This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral.

15.2 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties shall endeavor to replace the invalid provision with a valid provision that most closely reflects the original intent of the parties.

16. COUNTERPARTS

16.1 This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall have the same force and effect as original signatures.

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