Business E&L Agreement

BUSINESS E&L AGREEMENT

This Business E&L Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: whose principal place of business is ("Service Provider"), and Client Name: whose principal place of business is ("Client").

WHEREAS

WHEREAS, Service Provider provides professional E&L services consisting of the identification, correction and management of operational errors and related liability exposures that may affect Client's business operations; and

WHEREAS, Client desires to engage Service Provider to perform such services under the terms and conditions set forth in this Agreement, and Service Provider is willing to provide such services subject to the terms herein.

SCOPE OF WORK

Service Provider shall perform the services described below (the Services). The scope includes identification of material and systemic errors, preparation of corrective work plans, implementation oversight, and reasonable assistance in managing exposure to third-party liability arising from such errors.

PAYMENT TERMS

Client shall pay Service Provider the fees for Services as set forth below. Unless otherwise agreed in writing, invoices are due and payable in accordance with the schedule below.

Any amount not paid within days of invoice due date shall bear interest at the lesser of (a) percent per month, or (b) the maximum rate permitted by applicable law. Client will also reimburse Service Provider for reasonable collection costs incurred to recover past due amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, will continue until End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice describing the breach.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (Discloser) except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public business, technical and financial information disclosed in connection with this Agreement, whether oral, written, electronic or otherwise, and identified as confidential or that reasonably should be understood to be confidential.

Confidential Information shall not include information that (a) is or becomes publicly available through no fault of Recipient; (b) was known to Recipient prior to disclosure by Discloser; (c) is rightfully received by Recipient from a third party without restriction; or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information. Recipient may disclose Confidential Information to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for liability arising from fraud, intentional misconduct or gross negligence, neither party shall be liable to the other for lost profits, loss of business, or other consequential, special, or punitive damages. Service Provider's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Client shall indemnify, defend and hold harmless Service Provider, its affiliates and their respective officers, directors and employees from and against any third-party claim arising out of Client's use of the Services, breach of this Agreement, or Client's failure to implement reasonable recommendations provided by Service Provider.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to principles of conflicts of law. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties shall submit the dispute to binding arbitration in the jurisdiction specified below in accordance with the rules of an established arbitration forum, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

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