Business AM Document

BUSINESS AM AGREEMENT

Parties

This Business AM Agreement (the Agreement) is made effective as of Effective Date: by and between Client Name: , located at , and Service Provider Name: , located at .

Recitals

WHEREAS, Client requires account management, operational oversight, and related advisory services in connection with its business operations and desires to engage Service Provider to perform such services; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to provide account management, administration, monitoring and reporting services (collectively, the Services) on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Services and compensation therefor.

Scope of Work

Service Provider shall perform the Services described below and in any statement of work agreed and attached by the parties. Service Provider will perform the Services in a professional and workmanlike manner consistent with industry standards and applicable law.

Payment Terms

Compensation for the Services shall be as set forth below. All fees are exclusive of applicable taxes and reimbursable expenses unless otherwise stated.

Service Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, invoices are due within days of receipt. Past-due amounts shall accrue interest at the lesser of the rate of per month or the maximum rate permitted by law.

Client shall reimburse Service Provider for reasonable, documented out-of-pocket expenses incurred in connection with performance of the Services provided such expenses are pre‑approved in writing by Client when such pre‑approval is required by Client policy.

Term and Termination

The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Agreement.

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

Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the termination date.

Confidentiality

Each party (Recipient) shall hold in confidence all non-public, proprietary or confidential information disclosed by the other party (Discloser) in connection with this Agreement and shall not use or disclose such information except as necessary to perform its obligations under this Agreement or as required by law. Confidential information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement, (ii) was within Recipient’s legitimate possession prior to disclosure by Discloser, (iii) is rightfully disclosed to Recipient by a third party without restriction, or (iv) is independently developed by Recipient without use of Discloser’s confidential information.

The obligations in this Confidentiality section shall survive termination of this Agreement for a period of three (3) years, except for trade secrets, which shall remain protected for so long as they otherwise qualify as trade secrets under applicable law.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses (including reasonable attorneys’ fees) arising out of the indemnifying party’s gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES, AND EACH PARTY’S AGGREGATE LIABILITY ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in the chosen state for resolution of disputes.

Entire Agreement

This Agreement, together with any executed statements of work and written amendments signed by authorized representatives of both parties, 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. No modification of this Agreement shall be effective unless in a writing signed by both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all assets.

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