SERVICE AGREEMENT

THIS AGREEMENT is made between Optivia Value Group LLC, a New Mexico Limited Liability Company with its principal place of business at 1209 MOUNTAIN ROAD PL NE, STE H, ALBUQUERQUE, NM 87110 ("Provider"), and the Client ("Client").

1. SCOPE OF SERVICES: Provider agrees to perform consulting services as described in the attached Statement of Work (SOW). Services include but are not limited to process analysis, resource optimization strategies, and implementation reporting.

2. INDEPENDENT CONTRACTOR: Provider acts as an independent contractor. Nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties.

3. CONFIDENTIALITY: Provider acknowledges that it may have access to Client's confidential information. Provider agrees to hold such information in strict confidence and not to disclose it to third parties without Client's written consent, except as required by law.

4. PAYMENT TERMS: Client agrees to pay Provider the fees set forth in the SOW. Unless otherwise specified, invoices are due within thirty (30) days of receipt.

5. INTELLECTUAL PROPERTY: All pre-existing intellectual property of Provider remains the property of Provider. Any specific deliverables created solely for the Client under this Agreement shall become the property of the Client upon full payment.

6. LIMITATION OF LIABILITY: In no event shall Provider be liable for any indirect, special, or consequential damages. Provider's total liability shall not exceed the total fees paid by Client under the specific SOW.

7. GOVERNING LAW: This Agreement shall be governed by the laws of the State of New Mexico.

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