Business Master List

BUSINESS MASTER LIST

This Business Master List and Master Services Agreement (Agreement) is entered into as of , between:

Client Name:    Administrator Name:

RECITALS

WHEREAS, Client maintains a consolidated registry of approved vendors, contractors and affiliated business entities (the Master List) for procurement, compliance and administrative coordination; and

WHEREAS, Administrator is engaged in maintaining, verifying and distributing the Master List on behalf of Client and in connection with performing and documenting services under an overarching master agreement; and

WHEREAS, the parties desire to record the initial set of listed businesses and establish the standard terms governing additions, updates, confidentiality and payment for administrative services.

MASTER LIST OF BUSINESSES

The following businesses are hereby listed and accepted onto the Master List as of the Effective Date. Each listed entity warrants the accuracy of the information provided. Additional businesses may be added pursuant to the procedures set forth in this Agreement.

Business Entry 1

Business Entry 2

Scope of Work

Administrator shall maintain a centralized, searchable record of listed businesses, verify provided documentation for each listed business (including proof of authority to transact business, insurance certificates where required, and tax identification records), and distribute updates to authorized Client personnel. Administrator shall also process requests for additions, removals and modifications to the Master List in accordance with Client's internal procedures and with reasonable diligence.

PAYMENT TERMS

Client will compensate Administrator for administration of the Master List according to the following terms. All sums are exclusive of any applicable taxes unless otherwise stated.

Administrator shall submit invoices in accordance with the Billing Schedule. Invoices shall itemize services rendered and any out-of-pocket expenses. Client shall pay undisputed amounts within the Payment Due period. Disputed amounts shall be notified in writing within the Payment Due period and the parties shall negotiate in good faith; undisputed portions must be paid on time. Late payments shall accrue the Late Fee specified above, and Administrator may suspend non-essential services following thirty (30) days' written notice if payment is not cured.

TERM AND TERMINATION

This Agreement commences on the Effective Date and shall continue until terminated in accordance with this section.

Either party may terminate this Agreement without cause upon providing the Termination Notice Period specified above. Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment obligations and confidentiality requirements.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information from the other party. "Confidential Information" means non-public business, technical, financial and other information that a reasonable person would understand to be confidential. Each recipient shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) disclose Confidential Information only to employees, agents or contractors with a need to know and who are bound by confidentiality obligations no less protective than this clause.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was rightfully known by the recipient prior to disclosure; (iii) is independently developed by the recipient without use of the discloser's Confidential Information; or (iv) is rightfully obtained by the recipient from a third party without restriction. If disclosure is compelled by law or valid legal process, the recipient shall provide prompt notice to the discloser so that the discloser may seek protective measures.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any written amendments and the records contained in the Master List maintained by Administrator pursuant to this Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, representations and understandings. Any amendment or waiver must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

The parties shall perform their obligations hereunder as independent contractors. Neither party may assign this Agreement without the prior written consent of the other party, except that Client may assign to an affiliate or successor in interest. Any invalid or unenforceable provision shall be severed to the extent necessary to render the remainder of the Agreement enforceable.

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