Business Agreement ADMINAET

Business Agreement ADMINAET

This Business Agreement ADMINAET (the Agreement) is made and entered into as of (Effective Date), by and between:

RECITALS

WHEREAS, Client desires to retain Provider to perform certain professional business, administrative and technical services as further described in this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel and resources necessary to perform the services described herein and is willing to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth herein the terms and conditions under which Provider will provide services to Client.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Any change to the Scope of Work shall be documented in a written change order signed by authorized representatives of both Parties.

PAYMENT TERMS

Invoices shall be submitted by Provider in accordance with the Payment Schedule. Payment is due within days of receipt of a correct invoice unless otherwise agreed in writing. Provider shall include reasonable detail sufficient to substantiate charges.

Late payments shall incur a late fee equal to the greater of (a) USD or (b) % per month on the past due amount, computed from the date such payment was due until paid in full. Acceptance of late payments does not constitute a waiver of the right to require timely payments.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either Party may terminate this Agreement for convenience upon providing days' prior written notice to the other Party. Either Party may terminate immediately for material breach if the breaching Party fails to cure such breach within days after written notice. Termination shall not relieve Client of the obligation to pay for Services performed and reimbursable expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means information disclosed by one Party to the other Party, 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. Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was within the receiving Party's possession prior to disclosure by the disclosing Party; (c) is received by the receiving Party from a third party without restriction and without breach of an obligation of confidentiality; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

Each Party shall (i) protect Confidential Information of the other Party using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) use Confidential Information solely to perform its obligations under this Agreement. The obligations under this Section shall survive termination or expiration of this Agreement for a period of years.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute is not resolved by negotiation within thirty (30) days, either Party may pursue any remedy available at law or in equity in the courts of the chosen jurisdiction.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits and written change orders signed by both Parties, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to its subject matter.

Assignment: Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder.

Indemnification: Each Party (the Indemnifying Party) shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (the Indemnified Parties) from and against any and all third-party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, negligence or willful misconduct.

Limitation of Liability: Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, in no event shall either Party be liable to the other for consequential, punitive, incidental or special damages, and each Party's aggregate liability under this Agreement shall not exceed the total fees paid or payable to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or to such other address as a Party may designate by notice to the other.

SIGNATURES

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