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BUSINESS APPLICATION AND SERVICES AGREEMENT

Parties and Application

Client Name:     Provider Name:

Effective Date:     Application Reference/ID:

WHEREAS, Client desires to engage Provider to perform services described herein and Provider has represented that it has the skill, personnel, and resources to perform such services;

WHEREAS, Client has submitted the business application information below to enable Provider to evaluate and commence services under the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

Business Applicant Information

Corporation   LLC   Partnership   Sole Proprietorship

Scope of Work

The Provider shall perform the services described in this section and any attachments in accordance with the specifications agreed by the parties. Client authorizes Provider to commence services upon execution of this Agreement and receipt of any required initial payment.

Payment Terms

Total Contract Amount: $

Invoicing Address (if different):

Late Payment Fee:   Payment Method:

Term and Termination

Term Commencement Date:     Term Expiration Date (if applicable):

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice.

Confidentiality

Definition: "Confidential Information" means non-public business, technical, financial, and operational information disclosed by one party ("Discloser") to the other ("Recipient"), whether disclosed orally, in writing, or by inspection. Confidential Information includes but is not limited to pricing, customer lists, product plans, trade secrets, and business processes.

Obligations: Recipient shall (a) hold Confidential Information in strict confidence and not disclose it to third parties except as permitted herein; (b) restrict access to Confidential Information to employees, contractors, and agents who have a need to know and who are bound to confidentiality obligations no less protective than this Agreement; and (c) use Confidential Information solely to perform obligations under this Agreement.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of Recipient; (ii) is rightfully received from a third party without breach of any obligation; (iii) is independently developed by Recipient without use of Confidential Information; or (iv) is required to be disclosed by law, provided Recipient notifies Discloser and cooperates to seek protective measures.

Duration: The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement, and that the execution and performance will not violate any other agreement or legal obligation.

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 that State for any disputes arising under this Agreement.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify, defend, and hold harmless the other from and against claims arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement. Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or obligations of indemnification, neither party shall be liable for consequential, incidental, special, or punitive damages, and aggregate liability shall be limited to the total fees paid by Client to Provider under this Agreement during the preceding twelve (12) months.

Entire Agreement

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. Any amendment or modification shall be effective only if in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets. Notices: All notices required under this Agreement shall be in writing and delivered to the addresses set forth in this Agreement or such other address as either party may designate in writing.

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