Administration Services Contract

ADMINISTRATION SERVICES CONTRACT

This Administration Services Contract ("Agreement") is entered into as of by and between Service Provider: , an entity organized under the laws of with principal place of business at (hereinafter "Provider"), and Client: with principal place of business at (hereinafter "Client"). Provider and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider is engaged in the business of performing administrative, management and support services and represents that it has the experience, personnel, and resources necessary to provide such services to Client in a professional manner; and

WHEREAS, Client desires to retain Provider to perform administration services as set forth in this Agreement, and Provider is willing to perform such services subject to the terms and conditions contained herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the provision and receipt of such services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. SERVICES

1.1 Scope. Provider shall perform the administrative services described in the Service Description attached hereto and incorporated herein, and as further described below:

1.2 Standard of Performance. Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards and in compliance with all applicable laws, rules and regulations. Provider will use qualified personnel and shall be responsible for the supervision and direction of such personnel.

2. TERM

2.1 Term. The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with Section 12.

2.2 Renewal. This Agreement will subject to termination rights set forth herein.

3. COMPENSATION

3.1 Fees. Client shall pay Provider fees for the Services as follows: Base Fee: per .

3.2 Additional Services. Additional services outside the Scope shall be billed at Provider's standard rates and require prior written authorization from Client. Additional rate or hourly schedule:

4. INVOICING AND PAYMENT

4.1 Invoices. Provider shall submit invoices to Client in accordance with the billing cycle: . Invoices shall detail services performed, time expended, expenses incurred, and any other amounts due.

4.2 Payment; Late Charges. Client shall pay invoices within of receipt. Any undisputed amount unpaid after such period shall accrue interest at the rate of or the maximum permitted by law, whichever is lower.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means all non-public information disclosed by one Party to the other, whether written, oral, or electronic, including business, technical, financial, and client information, except information that is: (a) already known to the receiving Party without obligation of confidentiality; (b) becomes publicly available through no fault of the receiving Party; or (c) rightfully received from a third party without restriction.

5.2 Obligations. Each Party shall: (a) hold the Confidential Information in strict confidence; (b) use it only to perform obligations under this Agreement; and (c) restrict disclosure to employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein.

6. DATA PROTECTION

6.1 Compliance. When Provider processes personal data on behalf of Client, Provider shall process such data in accordance with Client's documented instructions and applicable data protection laws. Provider shall implement and maintain appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access.

6.2 Data Breach. Provider shall notify Client without undue delay upon becoming aware of a confirmed data breach affecting Client's data and shall cooperate in investigation and remedial action.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Except as expressly provided herein, each Party retains all right, title and interest in its pre-existing intellectual property. Client retains ownership of data and materials provided to Provider. Provider retains ownership of general tools, methods and know-how used in performing the Services.

7.2 Deliverables. To the extent that any deliverables are created specifically for Client and paid for in full by Client, Provider hereby assigns to Client all right, title and interest in such deliverables, subject to Provider's retained rights in its pre-existing materials and any third-party components.

8. INDEPENDENT CONTRACTOR; SUBCONTRACTING

8.1 Independent Contractor. Provider and its personnel are independent contractors and nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between the Parties.

8.2 Subcontracting. Provider may engage subcontractors to perform portions of the Services, provided Provider remains liable for their performance and compliance with this Agreement. Provider shall ensure subcontractors are bound by confidentiality and data protection obligations at least as protective as those set forth herein.

9. INSURANCE

Provider shall maintain, at its expense, insurance appropriate to the services performed, including commercial general liability and professional liability/errors and omissions coverage in amounts sufficient for the risks involved. Upon request, Provider shall provide certificates evidencing such coverage.

10. INDEMNIFICATION

10.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its affiliates, officers, directors and employees from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Provider's breach of this Agreement, negligent acts, willful misconduct, or infringement of third-party intellectual property rights in Provider deliverables.

10.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against claims arising from Client-provided materials or Client's breach of this Agreement.

11. LIMITATION OF LIABILITY

Except for liability arising from a Party's gross negligence, willful misconduct, or indemnification obligations, neither Party's aggregate liability for direct damages under this Agreement shall exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim. Neither Party shall be liable for special, indirect, incidental, consequential or punitive damages, including lost profits.

12. TERMINATION

12.1 Termination for Convenience. Either Party may terminate this Agreement for any reason upon days' prior written notice to the other Party.

12.2 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

12.3 Effect of Termination. Upon termination, Client shall pay Provider for Services performed and expenses incurred through the effective date of termination. Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law, and Survival shall survive termination.

13. NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by written notice. Notices shall be effective upon delivery by hand, certified mail (return receipt requested), or nationally recognized overnight courier.

14. AMENDMENTS; WAIVER

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall constitute a waiver of that right, and any waiver must be in writing and signed by the waiving Party.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

16. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits and attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to make it enforceable and the remaining provisions shall continue in full force and effect.

18. MISCELLANEOUS

18.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger, sale of substantially all assets or change of control, provided the assignee assumes the assigning Party's obligations hereunder.

18.2 Remedies. Except as otherwise provided in this Agreement, the remedies provided herein are cumulative and not exclusive of any remedies provided by law.

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full power and authority to enter into this Agreement, that the individual signing on its behalf is authorized to bind the Party, and that performance under this Agreement will not violate any agreement or obligation to any third party.

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