Professional Service Agreement

1. Introduction

This Professional Service Agreement (hereinafter referred to as "Agreement") is made and entered into by and between the following parties to outline the terms and conditions governing professional services:

1.1. Parties

Service Provider: BlueLeaf, located at Miami, FL 33103.

Client: Jewell Ward, located at Chico, CA 95973.

2. Purpose of Agreement

The purpose of this Agreement is to set forth the terms and conditions under which the Service Provider will perform professional services as requested by the Client. The service specifics, fees, and deliverables will be detailed in the applicable Service Order(s) executed under this Agreement.

3. Scope of Services

The Service Provider agrees to deliver professional services, including but not limited to the following:

• Consulting Services: Provide expert advice on business strategy, market analysis, and operational efficiency to help the client achieve its long-term goals.

• Software Development: Design, develop, and deploy custom software solutions tailored to the client’s specific needs, including mobile applications, enterprise systems, and cloud-based platforms.

• Training & Support: Deliver training sessions and ongoing technical support to client staff, ensuring they are proficient in using new systems or software implementations.

• Maintenance & Upgrades: Offer regular maintenance services to ensure the proper functioning of the client’s IT infrastructure and software, including updates, bug fixes, and performance optimizations.

• Project Management: Oversee the planning, execution, and delivery of projects, ensuring adherence to timelines, budget, and quality standards.

These services will be provided in accordance with the terms outlined in this Agreement and any accompanying Service Orders. The scope of services may be adjusted as necessary, with mutual consent from both parties, to address emerging needs or unforeseen requirements.

4. Term and Termination

4.1. Term

This Agreement shall commence on the effective date of execution and shall continue until terminated by either party, with or without cause, as outlined herein.

4.2. Termination

Either party may terminate this Agreement upon thirty (30) days written notice to the other party. In the event of breach, this Agreement may be terminated immediately by the non-breaching party.

5. Compensation

The Client agrees to pay the Service Provider compensation as outlined in the applicable Service Order(s). Payment terms shall be 30 days upon receipt of invoice, unless otherwise specified in a specific Service Order.

6. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed to each other in the course of this Agreement. Such information shall not be shared with any third parties without prior written consent from the disclosing party.

7. Limitation of Liability

In no event shall either party be liable for any indirect, incidental, special, or consequential damages, including loss of profits, loss of business, or loss of data, arising out of or in connection with this Agreement, even if such party has been advised of the possibility of such damages.

8. Governing Law

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

9. Miscellaneous

9.1. Entire Agreement

This Agreement, along with any Service Orders and appendices, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous oral or written agreements or understandings.

9.2. Amendments

No modification or amendment to this Agreement shall be effective unless in writing and signed by both parties.

10. Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Professional Service Agreement as of the date set forth below.

BlueLeaf

Jewell Ward

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