Free IT Services Agreement

1. Introduction

This IT Services Agreement (the "Agreement") is made and entered into as of the [Effective Date], by and between BlueLeaf, having its principal place of business at Miami, FL 33103 (hereinafter referred to as "Client"), and IT Corp, having its principal place of business at Boston, MA 02102 (hereinafter referred to as "Service Provider").

2. Purpose

The purpose of this Agreement is to set forth the terms and conditions under which Service Provider will provide certain information technology services to Client, as more particularly described in Schedule A attached hereto (the "Services").

3. Scope of Services

Service Provider agrees to perform the Services as detailed in Schedule A. Any modifications or additional services shall be subject to further written agreement by both parties.

4. Term

The term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year, unless earlier terminated in accordance with Section 9 of this Agreement. The term may be extended by mutual agreement in writing.

5. Compensation and Payment

Client agrees to pay Service Provider for the Services performed under this Agreement in accordance with the schedule and terms provided in Schedule B attached hereto.

6. Confidentiality

Each party agrees to maintain in confidence any proprietary information received from the other party during the course of this Agreement and to use such information only for the purposes described herein.

7. Warranties and Disclaimer

Service Provider warrants that it will perform the Services in a professional manner and in accordance with applicable standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability

In no event shall Service Provider be liable for any indirect, incidental, special, or consequential damages arising out of or related to this Agreement, even if advised of the possibility of such damages.

9. Termination

Either party may terminate this Agreement upon 15 days written notice if the other party breaches any material term of this Agreement and such breach remains uncured at the end of the notice period. Upon termination, Service Provider shall cease all work under this Agreement and Client shall pay Service Provider for all completed work up to the date of termination.

10. Governing Law

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

11. Signatures

IN WITNESS WHEREOF, the parties hereto have executed this IT Services Agreement as of the Effective Date.

BlueLeaf

IT Corp

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