Business Admin Contract

BUSINESS ADMIN CONTRACT

This Business Admin Contract ("Agreement") is entered into between the parties identified below on the Effective Date set forth in the recitals. Client Name: and Administrator Name: .

WHEREAS

WHEREAS, Client requires business administration services, including but not limited to office management, vendor coordination, bookkeeping oversight and project administration, to support Client's operations; and

WHEREAS, Administrator represents that Administrator has the experience, personnel and resources necessary to perform such administrative services and is willing to provide those services to Client under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the scope, compensation, term, confidentiality requirements and other material terms of their agreement in writing effective as of .

SCOPE OF WORK

Administrator will provide administrative services as described below. Administrator shall perform all services in a timely, professional manner consistent with industry standards and in compliance with applicable laws.

PAYMENT TERMS

Client shall compensate Administrator for services rendered as set forth below. All fees are exclusive of taxes unless otherwise stated.

Select applicable billing frequency: Monthly Weekly Per Project Other:

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date.

Either party may terminate immediately for cause upon material breach by the other party that remains uncured for a period of thirty (30) days following written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by either party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Administrator shall (i) hold Confidential Information in strict confidence, (ii) not use Confidential Information for any purpose except to perform obligations under this Agreement, and (iii) not disclose Confidential Information to third parties except to Administrator's employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is lawfully received from a third party without restriction; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law or regulation, provided the receiving party gives prompt written notice and limits disclosure to the extent legally permissible.

The obligations of confidentiality survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

MISCELLANEOUS PROVISIONS

Relationship of the Parties: Administrator is an independent contractor. Nothing in this Agreement shall create an employment, agency or joint venture relationship between the parties. Administrator is solely responsible for payment of all taxes and withholdings related to compensation received under this Agreement.

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in the performance of its obligations under this Agreement.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability for any claim arising out of this Agreement shall not exceed the total amount paid by Client to Administrator under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any statements of work or schedules attached hereto and incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and executed by both parties.

NOTICES

ACKNOWLEDGMENT

By signing below, the parties acknowledge that they have read, understood and agree to be bound by the terms and conditions of this Agreement, and that the individuals signing on behalf of the parties have the authority to bind the respective parties.

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