Business Level Agreement

BUSINESS LEVEL AGREEMENT

Recitals

WHEREAS, Client Name: seeks to retain certain business services to support business operations and strategic objectives; and

WHEREAS, Service Provider Name: represents that it has the professional capability and resources to provide the described services under the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions governing the provision, fees, confidentiality, and governance of such services effective as of Effective Date: .

Scope of Work

The Service Provider shall perform the services and deliverables described below. The parties agree that the description constitutes the scope of work and that any material change to the scope will require a written amendment executed by authorized representatives of both parties.

Payment Terms

The Client shall compensate the Service Provider in accordance with the following terms. All payments are due in United States dollars unless otherwise agreed in writing. Unless otherwise stated, amounts exclude applicable taxes which shall be the responsibility of the party required to pay them by law.

Service Provider shall submit invoices in accordance with the payment schedule. Client shall pay undisputed invoice amounts within days of receipt. Disputes regarding invoiced amounts shall be raised promptly and in good faith.

Any amount not paid when due shall accrue interest at the lesser of eighteen percent (18%) per annum or the maximum rate permitted by applicable law, calculated daily from the due date until paid. Additionally, Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider to recover overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) 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 prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether oral or written, that is designated as confidential or that reasonably should be understood to be confidential. Recipient shall: (a) use Confidential Information solely to perform obligations or exercise rights under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than a reasonable degree of care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was known to recipient prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. Upon termination or written request, recipient shall promptly return or destroy Confidential Information and provide written certification of such return or destruction.

The parties acknowledge that a breach of this confidentiality provision may cause irreparable harm to the disclosing party for which monetary damages may be an inadequate remedy and that the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Representations and Warranties; Indemnity

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that the services will be performed in a professional and workmanlike manner in accordance with industry standards. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from its negligent acts or willful misconduct in connection with this Agreement.

Limitations of Liability

Except for liability resulting from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, exemplary, or punitive damages, and each party's aggregate liability for any claim arising out of or related to this Agreement shall not exceed the total amounts actually paid by Client to Service Provider under this Agreement in the preceding twelve (12) months.

Notices

All notices 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 may designate by notice given in accordance with this section. Notices are effective upon receipt.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendment

This Agreement, including any exhibits or written amendments signed by both parties, 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 written or oral. Any amendment or modification to this Agreement must be in a written instrument signed by authorized representatives of both parties.

Severability; Waiver

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right, except by a written waiver signed by the waiving party.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be deemed to have the same effect as original signatures.

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