Business OPCF Form

BUSINESS OPCF FORM

This Business OPCF Form (the "Agreement") is made effective as of by and between:

Client Name:     Client Address:

Service Provider Name:     Provider Address:

RECITALS

WHEREAS, Client requires business services, confirmation, and operational profile documentation to support Client's internal controls, reporting obligations and contractual relationships with third parties; and

WHEREAS, Service Provider represents that it has the experience and capacity to provide such services and to prepare the OPCF materials necessary to meet Client's stated needs; and

WHEREAS, the parties desire to set forth the terms, obligations and procedures governing the preparation, delivery and use of the Business OPCF materials in accordance with the terms of this Agreement.

SCOPE OF WORK

Service Provider shall perform the following services and deliverables (collectively, the "Services") in a professional and workmanlike manner consistent with industry standards:

PAYMENT TERMS

Compensation for the Services shall be as follows.

Any undisputed amount not paid when due shall accrue interest at the lesser of the maximum rate permitted by law or , together with reasonable collection costs and attorneys' fees incurred by the non-defaulting party.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until 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 termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses properly incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by either party 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. Each party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to its employees, agents and contractors with a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable standard of care. Confidential Information shall not include information that is or becomes public other than by breach of this Agreement, was known prior to disclosure, is lawfully received from a third party without restriction, or is independently developed without reference to Confidential Information.

Upon termination or request, the receiving party shall promptly return or destroy Confidential Information and certify in writing its compliance with this obligation, except to the extent retention is required by applicable law or internal document retention policies, in which case the retained information remains subject to the confidentiality obligations herein.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including all exhibits, attachments and statements of work executed under it, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices required or permitted hereunder shall be in writing and delivered to the address set forth below or to such other address as either party may designate by notice in accordance with this Section. Notices are effective upon receipt.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or successor in interest in connection with a merger, acquisition or sale of substantially all its assets, provided that the assignee assumes all obligations hereunder.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence or willful misconduct in the performance of its obligations under this Agreement.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable for indirect, incidental, consequential, special or punitive damages, and each party's aggregate liability shall not exceed the fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

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