Business Control Letter

BUSINESS CONTROL LETTER

Date:

Parties

Recitals

WHEREAS, Principal Company: seeks to establish and document controls, authority limits and designated control personnel for operational, financial and compliance matters; and

WHEREAS, Counterparty / Service Provider: will act in accordance with the authority and restrictions set forth in this Business Control Letter;

WHEREAS, the parties desire to set forth the scope of delegated authority, payment arrangements for services, confidentiality obligations, and the duration and termination rights applicable to those controls.

Scope of Work and Control Duties

The Counterparty shall perform the following control-related duties and services on behalf of the Principal Company. The duties shall be performed in a commercially reasonable manner consistent with industry standards and applicable law.

Payment Terms

Compensation for services performed under this Business Control Letter shall be paid in accordance with the terms set forth below.

Term and Termination

This Business Control Letter shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this section.

Either party may terminate this Business Control Letter for material breach if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

Each party acknowledges that, in the course of performing duties under this Business Control Letter, it may receive Confidential Information of the other party. "Confidential Information" means non-public business, financial, operational or technical information disclosed in any form. Each party agrees:

(a) to use Confidential Information solely for the performance of obligations under this Business Control Letter; (b) to limit disclosure to those employees, contractors or agents who have a need to know and are bound by confidentiality duties no less protective than those herein; and (c) to take reasonable measures to prevent unauthorized use or disclosure. Confidential Information shall not include information which is or becomes generally available to the public other than through breach of this obligation, or which is independently developed or rightfully received without restriction.

Representations; Indemnity; Liability

Each party represents that it has full power and authority to enter into this Business Control Letter and to perform its obligations. The Counterparty agrees to indemnify and hold harmless the Principal Company from any third-party claims arising from the Counterparty's gross negligence or willful misconduct in carrying out its duties. Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable for consequential, incidental or punitive damages.

Governing Law

This Business Control Letter shall be governed by and construed in accordance with the laws of the state of: , without regard to conflict of law principles.

Entire Agreement

This Business Control Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, understandings and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

All notices or other communications required or permitted under this Business Control Letter shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice to the other.

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