Business Coordinator Services

BUSINESS COORDINATOR SERVICES AGREEMENT

This Business Coordinator Services Agreement ("Agreement") is made and entered into as of Day: Month: Year: by and between Client Name: and Business Coordinator Name: .

RECITALS

WHEREAS, Client requires support and coordination services to manage specified aspects of its business operations, including but not limited to project coordination, vendor liaison, scheduling, process documentation and stakeholder communication; and

WHEREAS, Business Coordinator represents that it has the experience, personnel and resources necessary to provide such coordination services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be provided by Business Coordinator.

SCOPE OF WORK

Business Coordinator shall perform the services described above in a professional manner in accordance with industry standards. Business Coordinator shall provide qualified personnel, maintain appropriate records of activities and, upon Client's reasonable request, report progress in writing.

PAYMENT TERMS

Client shall pay invoices submitted by Business Coordinator in accordance with the Payment Schedule above. Unless otherwise agreed in writing, payments not received within 30 days of invoice date shall accrue the Late Payment Fee set forth above and Business Coordinator may suspend services after providing five (5) days' prior written notice to Client.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information from the other party. "Confidential Information" means non-public information that is designated as confidential or that reasonably should be understood to be confidential given its nature. The receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) restrict disclosure to those of its employees, agents or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) not disclose Confidential Information to any third party without prior written consent of the disclosing party. Confidential Information shall not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is independently developed; or (iv) is rightfully obtained from a third party without restriction.

INDEPENDENT CONTRACTOR; EXPENSES

Business Coordinator is an independent contractor and not an employee, agent or partner of Client. Business Coordinator shall be responsible for all taxes, insurance and benefits for its personnel. Reasonable out-of-pocket expenses incurred in connection with the performance of services shall be reimbursed by Client if pre-approved in writing; such expenses shall be invoiced separately and subject to Client's reasonable review.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement or grossly negligent or willful misconduct. Except for liability arising from breach of confidentiality, gross negligence or willful misconduct, in no event shall either party be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total Fees paid by Client to Business Coordinator in the six (6) months immediately preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of this Agreement through negotiation between senior representatives; if unresolved, the parties may pursue any available legal or equitable remedies.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any Schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations or agreements, written or oral, relating to the subject matter hereof. Any amendments or modifications must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices must be in writing and delivered by hand, nationally recognized courier, or certified mail to the addresses provided above and shall be effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree that neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger or sale of substantially all of its assets.

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