Business Asset Management Form

BUSINESS ASSET MANAGEMENT AGREEMENT

This Business Asset Management Agreement (Agreement) is entered into as of Effective Date: by and between Client Name: and Manager Name: .

Recitals

WHEREAS, Client owns certain tangible and intangible business assets, including but not limited to equipment, vehicles, inventory, accounts, contracts, intellectual property and digital assets (collectively, the Assets), and wishes to secure professional management and oversight of such Assets to preserve value and optimize returns;

WHEREAS, Manager is engaged in the business of asset oversight, maintenance, recordkeeping and disposition services and represents that it has the skill, experience and personnel necessary to manage the Assets in accordance with the terms of this Agreement;

WHEREAS, the parties desire to set forth the scope, compensation, reporting, confidentiality, and other terms under which Manager will manage the Assets for Client.

Scope of Services

Manager shall perform asset management services as set forth below and in the Asset Inventory. Services shall include custody and safekeeping, maintenance scheduling, insurance coordination, disposition assistance, regular valuation, and recordkeeping. Manager shall act in accordance with Client's written policies and applicable law.

Asset Inventory

The following Assets are initially included under this Agreement. Client shall supplement this inventory in writing as assets are added or removed.

Payment Terms

Client shall pay Manager for services rendered in accordance with the fee schedule below. Fees are exclusive of sales, value added, or other taxes for which Client shall remain responsible.

Late payments shall incur the Late Fee specified above and interest at the lesser of the statutory maximum or the rate set forth above, calculated from the due date until paid in full. Manager may suspend services if payments are more than thirty (30) days past due, after providing written notice and a ten (10) day opportunity to cure.

Manager shall be reimbursed for reasonable out-of-pocket expenses incurred in performing services (travel, third-party vendor costs, insurance premiums, storage). Manager shall obtain Client's prior written approval for any single expense in excess of unless otherwise agreed in writing.

Reporting and Recordkeeping

Manager shall provide Client with written reports summarizing asset condition, valuations, maintenance performed, insurance status and any material incidents. Reporting frequency:

Client or its authorized representative shall have reasonable access to Manager's records relating to the Assets during normal business hours and upon reasonable notice for the purpose of inspection or audit.

Term and Termination

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

Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to termination. Termination for cause may occur upon material breach if the breaching party fails to cure within days after receipt of written notice specifying the breach.

Upon termination or expiration, Manager shall deliver to Client all records, keys, documents and control of the Assets in Manager's possession. Client shall pay Manager for all services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Manager agrees to hold confidential all non-public information concerning Client's business and the Assets obtained in connection with performance of this Agreement and shall not disclose such information except to Manager's employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations do not extend to information that (i) is or becomes publicly known through no breach by Manager, (ii) is acquired by Manager from a third party having the right to disclose it, or (iii) is required to be disclosed by law or valid court order, provided Manager gives Client prompt notice of such requirement and cooperates with Client's attempt to limit disclosure.

Indemnification and Limitation of Liability

Client shall indemnify, defend and hold Manager harmless from and against any third-party claims arising out of Client's ownership of the Assets or Client-provided instructions, except to the extent caused by Manager's gross negligence or willful misconduct. Manager's liability for direct damages under this Agreement shall be limited to the aggregate amounts actually paid to Manager by Client under this Agreement in the twelve (12) months preceding the event giving rise to the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.

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.

Entire Agreement

This Agreement, including any attachments, exhibits and the Asset Inventory, 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. Any amendment or modification must be in writing and signed by both parties.

Miscellaneous Provisions

Notices under this Agreement shall be in writing and delivered to the addresses provided above. If any provision is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship beyond the responsibilities expressly set forth.

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