SERVICE AGREEMENT

This Service Agreement ("Agreement") is entered into as of January 1, 2024.

Article 1. Definitions

1.1 "Agreement" means this Service Agreement and all attachments, exhibits, and amendments thereto.

1.2 "Services" means the professional services to be provided by the Service Provider as described in Exhibit A.

1.3 "Party" or "Parties" means each signatory to this Agreement, individually or collectively.

Article 2. Scope of Services

2.1 Service Provider Obligations

The Service Provider agrees to provide the Services described in Exhibit A with professional skill and care.

2.2 Client Obligations

The Client agrees to:
(a) Provide timely access to necessary information and resources
(b) Make payments according to the schedule outlined in Article 3
(c) Designate a primary point of contact for Service Provider communications

Article 3. Payment Terms

3.1 Fees

The Client shall pay Service Provider the fees set forth in Exhibit B.

3.2 Payment Schedule

Payment is due within thirty (30) days from the date of invoice. As specified in Section 3.1, all fees are non-refundable except as provided in Article 5.

3.3 Late Payment

Late payments shall incur interest at a rate of 1.5% per month.

Article 4. Term and Termination

4.1 Term

This Agreement shall commence on the Effective Date and continue for a period of twelve (12) months unless earlier terminated in accordance with Section 4.2.

4.2 Termination

Either Party may terminate this Agreement:
(a) For cause, upon thirty (30) days written notice
(b) Without cause, upon ninety (90) days written notice

Article 5. Warranties and Representations

5.1 Service Provider Warranties

Service Provider warrants that Services will be performed in a professional manner consistent with industry standards.

5.2 Client Warranties

Client warrants that it has the authority to enter into this Agreement.

Article 6. Limitation of Liability

6.1 Liability Cap

Except as provided in Section 6.2, Service Provider's total liability shall not exceed the fees paid under this Agreement.

6.2 Exceptions

The limitations in Section 6.1 do not apply to:
(a) Gross negligence or willful misconduct
(b) Breach of confidentiality obligations
(c) Infringement of intellectual property rights

Article 7. Confidentiality

7.1 Confidential Information

Each Party agrees to maintain the confidentiality of the other Party's Confidential Information.

7.2 Exceptions

The obligations under Section 7.1 do not apply to information that:
(a) Is publicly available through no fault of the receiving Party
(b) Was rightfully in possession prior to disclosure
(c) Is required to be disclosed by law

Article 8. General Provisions

8.1 Governing Law

This Agreement shall be governed by the laws of the State of California.

8.2 Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements relating to the subject matter hereof.

8.3 Amendments

This Agreement may only be amended by written instrument signed by both Parties.

8.4 Severability

If any provision is found invalid, the remaining provisions shall continue in full force.
