Business AOM Document

BUSINESS AOM AGREEMENT

This Business AOM Agreement ("Agreement") is entered into as of Effective Date: between , a business with principal place of business at (hereinafter "Party A"), and , a business with principal place of business at (hereinafter "Party B").

RECITALS

WHEREAS, Party A provides management, operations and administrative oversight services to businesses in the relevant industry and possesses the necessary personnel, skills and resources to perform the services contemplated by this Agreement;

WHEREAS, Party B desires to engage Party A to perform certain administrative, oversight and management functions (collectively, "AOM Services") as described herein, and Party A is willing to provide such AOM Services under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend that the terms of this Agreement will govern the scope, payment, confidentiality and legal relationship between the parties with respect to the AOM Services.

SCOPE OF WORK

Party A shall perform the services described above in a professional manner consistent with industry standards. Deliverables, milestones and acceptance criteria will be as set forth in the Detailed Scope of AOM Services unless otherwise agreed in writing.

PAYMENT TERMS

Late payments shall accrue interest at the rate set forth below from the date such payment is due until paid in full. Interest shall not exceed the maximum rate permitted by applicable law.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party, provided that the non-breaching party gives written notice and the breaching party fails to cure the breach within the notice period set forth above. Termination shall not relieve either party of obligations incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary or trade-secret information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement, whether disclosed orally, visually or in writing. Receiving Party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to its employees, agents or contractors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission of the Receiving Party; (ii) was rightfully known by the Receiving Party prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information. Upon termination or upon written request, Receiving Party shall return or destroy Confidential Information as directed by Disclosing Party.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising out of or in connection with this Agreement.

MISCELLANEOUS

Independent Contractor. Party A is an independent contractor for all purposes under this Agreement and nothing in this Agreement shall be construed to create a partnership, joint venture, employment or agency relationship between the parties.

Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with a merger, sale of substantially all assets or similar transaction, provided the assignee assumes the assigning party's obligations.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations and warranties, whether oral or written. No modification or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered personally, sent by certified mail (return receipt requested), commercial overnight courier, or by electronic mail with confirmation of receipt to the addresses specified above or such other address as either party may designate in writing.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) the execution and performance of this Agreement has been duly authorized by all necessary corporate or other action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

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