Business Handling Procedure

BUSINESS HANDLING PROCEDURE

This Business Handling Procedure Agreement ("Agreement") is entered into as of , by and between Company Name: (hereinafter "Company") and Service Provider Name: (hereinafter "Provider").

WHEREAS

WHEREAS, Company conducts business operations that require defined procedures for the handling, processing and delivery of business services and records in a manner that protects Company interests, clients and regulatory compliance; and

WHEREAS, Provider possesses the personnel, systems and expertise necessary to perform certain handling tasks and has agreed to perform such tasks under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to establish a documented Business Handling Procedure that defines the scope, payment, confidentiality, termination and governance of the services to be performed.

SCOPE OF WORK

Provider shall perform and be responsible for handling activities as described below. Provider shall perform such activities in a professional manner consistent with industry standards and in compliance with applicable laws and Company policies.

PAYMENT TERMS

In consideration for the services performed by Provider under this Agreement, Company shall pay Provider in accordance with the terms set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing. Provider shall submit itemized invoices in accordance with the payment schedule.

All payments are due net according to the payment schedule. Overdue amounts shall accrue the stated late fee and, if not cured within thirty (30) days following written notice, Company may suspend services and pursue all available remedies including setoff and collection costs.

TERM AND TERMINATION

This Agreement commences on the Start Date set forth below and shall continue in effect until the End Date unless earlier terminated as provided herein.

Start Date: ; End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment for services rendered.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public business, technical, financial or client information disclosed by one party to the other, whether disclosed orally, visually or in writing. Provider shall: (a) use Confidential Information solely for performance of the services under this Agreement; (b) restrict access to Confidential Information to employees or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) implement reasonable administrative, physical and technical safeguards to protect Confidential Information from unauthorized disclosure.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was in the receiving party's lawful possession prior to disclosure; (iii) is independently developed without reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or judicial order, provided the receiving party gives prompt written notice and cooperates with reasonable efforts to limit or contest the disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments or exhibits executed by the parties, constitutes the entire agreement between Company and Provider concerning the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices, requests or other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates by written notice to the other.

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