Business Application Handler

BUSINESS APPLICATION HANDLER AGREEMENT

Parties

Client Name:

Corporation LLC Partnership Other

Application Handler Name:

Recitals

WHEREAS, Client desires to engage Handler to perform services consisting of preparation, filing, monitoring and administrative handling of business-related applications, permits and registrations necessary for Client's operations;

WHEREAS, Handler represents that it has the experience, personnel and systems necessary to prepare, submit and manage such applications on behalf of Client and to advise Client on application requirements and timelines;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. Scope of Work

Handler shall provide application management services as described below and in any task orders or attachments executed by the parties. Services include collection of required documents, completion and submission of application forms, correspondence with issuing authorities, monitoring of application status, and delivery of final approvals or notices to Client.

2. Payment Terms

Client shall pay Handler the fees set forth below. Unless otherwise agreed in writing, fees are exclusive of any governmental filing fees, third-party costs, taxes and expedited service charges which Client shall reimburse.

If any undisputed invoice is not paid within days of the invoice date, Client will pay a late fee of on the overdue balance, compounded monthly.

3. Term and Termination

This Agreement commences on and continues until or until completion of the services, unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other. Termination for cause may be effected immediately upon written notice if a party materially breaches this Agreement and fails to cure within 15 days after receipt of written notice of breach.

4. Confidentiality

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business information disclosed in any form. The recipient shall (i) hold Confidential Information in strict confidence, (ii) not use Confidential Information except as necessary to perform its obligations hereunder, and (iii) not disclose Confidential Information to third parties except to employees, contractors and professional advisors with a need to know who are bound by confidentiality obligations no less protective than those contained herein.

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 rightfully in the recipient's possession prior to disclosure, or (c) is required to be disclosed by law, provided the recipient gives prompt written notice to the discloser to permit a protective order or other remedy.

5. Compliance and Data Handling

Handler shall perform services in compliance with applicable laws, rules and regulations and shall implement reasonable administrative, technical and physical safeguards to protect Client data. Client remains responsible for the accuracy and completeness of information provided to Handler for submission with any application.

6. Indemnification; Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its gross negligence, willful misconduct or breach of its obligations hereunder. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEPT TO THE EXTENT SUCH DAMAGES RESULT FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

7. Insurance

During the term, each party shall maintain insurance coverage appropriate to its obligations hereunder, including professional liability insurance where applicable. Upon request, a party shall provide a certificate of insurance to the other party.

8. 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.

9. Entire Agreement; Amendments

This Agreement, including all attachments and task orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

10. Notices

11. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, partnership or agency relationship.

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