Business MR Document

Business MR Document

This Business MR Document (the "Agreement") is made and entered into as of by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

WHEREAS

WHEREAS, Client engages Service Provider to perform certain business, management and operational services as described in this Agreement; and

WHEREAS, Service Provider has represented that it possesses the experience and capability to perform the services required by Client on the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which such services will be provided and fees will be paid.

SCOPE OF WORK

Service Provider shall perform the following services for Client. The description below shall be read together with any attachments expressly incorporated into this Agreement.

PAYMENT TERMS

Client will pay Service Provider for services performed in accordance with the following terms.

Late payments shall incur interest at the rate of (or the maximum rate permitted by law, if lower), calculated from the due date until paid. In addition, Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider to collect overdue amounts.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of days after written notice of such breach. Upon termination, Client shall pay Service Provider for all services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that during the performance of this Agreement it will receive Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public business, technical, financial and other information disclosed in writing, orally, or by inspection 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 excludes information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to disclosure; (c) is rightfully received by the Receiving Party from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) use the Confidential Information only to perform its obligations under this Agreement, (ii) restrict disclosure to those employees and subcontractors who need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) exercise at least the same degree of care to prevent unauthorized use or disclosure of the Confidential Information as it uses with its own similar information, but in no event less than reasonable care. The obligations of confidentiality shall survive termination of this Agreement for a period of following the date of termination.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of this Agreement, negligent acts or willful misconduct by the indemnifying party in connection with the performance of this Agreement, except to the extent such claims arise from the gross negligence or willful misconduct of the indemnified party.

LIMITATION OF LIABILITY

EXCEPT FOR DAMAGES ARISING FROM A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

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

ENTIRE AGREEMENT

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

MISCELLANEOUS

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above (or such other address as a party designates by written notice) and shall be deemed given upon personal delivery, confirmed delivery by nationally recognized overnight carrier, or three (3) days after deposit in the U.S. mail, first-class postage prepaid.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

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