Suraj Sidhu Business Services Agreement

SURAJ SIDHU BUSINESS SERVICES AGREEMENT

This Business Services Agreement (the Agreement) is made and entered into by and between the parties identified below. The parties desire to set forth the terms and conditions under which the Service Provider will perform certain business services for the Client.

Parties

Recitals

WHEREAS, the Service Provider represents that it has the expertise, experience, and resources to provide the business services described in this Agreement; and

WHEREAS, the Client desires to engage the Service Provider to perform such services on the terms and conditions set forth herein; and

WHEREAS, the parties intend that the Service Provider shall perform services as an independent contractor and not as an employee of the Client.

Scope of Work

The Service Provider shall provide the services described below. The Service Provider shall perform such services in a professional and workmanlike manner in accordance with industry standards and the schedule agreed by the parties.

Payment Terms

As consideration for the services rendered under this Agreement, the Client shall pay the Service Provider the fees set forth below in accordance with the payment schedule. All fees are stated in the currency agreed by the parties and exclude taxes unless otherwise stated.

Invoices submitted by the Service Provider shall be due and payable within days of invoice receipt, unless otherwise agreed in writing.

Late payments shall bear interest at the rate of % per month (or the maximum rate permitted by applicable law, if lower), calculated daily from the date due until paid in full.

The Client shall reimburse the Service Provider for preapproved, reasonable out-of-pocket expenses incurred in connection with performance of the services upon submission of supporting documentation.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the End Date set forth below, unless earlier terminated in accordance with this Section.

Effective Date:

End Date:

Either party may terminate this Agreement for convenience upon providing the other party with not less than days' prior written notice. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after receipt of written notice of such breach.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether in oral, written, electronic, or other form. Confidential Information includes, but is not limited to, business plans, client lists, pricing, trade secrets, technical data, and other proprietary information.

The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

The obligations in this section shall not apply to information that: (i) is or becomes generally known to the public without breach of this Agreement by the receiving party; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives prompt written notice to the disclosing party and cooperates reasonably to limit disclosure.

Confidentiality obligations shall survive termination or expiration of this Agreement for years, except with respect to trade secrets where protection shall continue for so long as the information qualifies as a trade secret under applicable law.

Independent Contractor

The Service Provider is an independent contractor and not an employee, partner, or joint venturer of the Client. The Service Provider shall be solely responsible for all taxes, withholdings, insurance, and benefits in respect of its personnel.

Limitation of Liability

To the fullest extent permitted by law, neither party shall be liable to the other for any indirect, incidental, consequential, exemplary, or punitive damages arising out of or related to this Agreement, regardless of theory of liability and even if advised of the possibility of such damages. The aggregate liability of each party for claims arising out of or relating to this Agreement shall not exceed the total fees paid by the Client to the Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Entire Agreement and Amendments

This Agreement, together with any written attachments or exhibits signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification to this Agreement 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 above or to such other address as either party designates by written notice. Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier.

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