Business Monitoring Service Agreement

BUSINESS MONITORING SERVICE AGREEMENT

RECITALS

This Business Monitoring Service Agreement (the "Agreement") is entered into as of by and between:

Service Provider Name:

Client Name:

WHEREAS, Service Provider is in the business of providing business monitoring and reporting services, including but not limited to operational monitoring, compliance alerts, and performance reporting; and

WHEREAS, Client desires to retain Service Provider to perform monitoring services as set forth in this Agreement under the terms and conditions contained herein.

SCOPE OF WORK

Service Provider shall perform the monitoring services described below. The parties acknowledge that specific tasks, deliverables, performance windows, and acceptance criteria are as follows:

Service Provider shall use commercially reasonable efforts to perform the services in a professional manner consistent with industry standards and in compliance with applicable laws and regulations.

PAYMENT TERMS

All fees are exclusive of taxes. Client shall be responsible for any applicable sales, use, value-added or similar taxes (other than taxes on Service Provider's net income). If Client disputes an invoice in good faith, Client shall provide written notice within the invoice period and the parties shall cooperate to resolve the dispute; undisputed amounts remain payable when due.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated under this Section.

Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach; termination for material breach does not relieve the breaching party of liability for damages.

CONFIDENTIALITY

Each party (the "Recipient") shall hold in confidence and not disclose to any third party any non-public information disclosed by the other party (the "Discloser") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault of Recipient; (b) was lawfully in Recipient's possession prior to receipt; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without use of Discloser's Confidential Information.

Recipient shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Recipient may disclose Confidential Information to its employees, contractors, or advisors who have a need to know, provided that such persons are bound by confidentiality obligations at least as protective as those set forth herein. Upon termination or expiration of this Agreement, Recipient shall return or destroy Discloser's Confidential Information as directed by Discloser.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages arising out of or related to this Agreement, whether in contract, tort or otherwise. The aggregate liability of Service Provider for claims arising under this Agreement shall be limited to the fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Client shall indemnify, defend and hold harmless Service Provider from and against any third-party claims arising out of Client's breach of this Agreement, Client's misuse of the services, or Client's gross negligence or willful misconduct. Service Provider shall promptly notify Client of any claim for which indemnification is sought and shall permit Client to assume the defense with counsel reasonably satisfactory to Service Provider.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or such other address as either party may designate in writing.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt in good faith to resolve disputes arising under this Agreement by negotiation. If the parties are unable to resolve a dispute by negotiation within forty-five (45) days, the dispute shall be resolved by binding arbitration before a single arbitrator in a mutually agreed location, and the arbitrator's decision shall be final and binding.

ENTIRE AGREEMENT; AMENDMENT

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

SURVIVAL

The provisions of this Agreement that by their nature survive termination or expiration of this Agreement, including but not limited to Confidentiality, Indemnification, Limitation of Liability and Governing Law, shall so survive.

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