Business Operating Centre Upgrade

BUSINESS OPERATING CENTRE UPGRADE AGREEMENT

Parties and Effective Date

This Business Operating Centre Upgrade Agreement ("Agreement") is entered into as of by and between Client Name: (hereinafter "Client"), and Contractor Name: (hereinafter "Contractor"). Client and Contractor are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Client operates an existing business operating centre located at and seeks upgrades to systems, infrastructure and operational processes to improve performance and compliance;

WHEREAS, Contractor represents that it possesses the necessary expertise, personnel and licenses to perform the design, procurement, installation and configuration services described herein; and

WHEREAS, the Parties desire to set forth the terms under which Contractor will perform an upgrade to Client's Business Operating Centre.

Scope of Work

Contractor shall perform the work described below in a professional manner consistent with industry standards. The scope includes design, procurement, installation, testing, commissioning and knowledge transfer unless otherwise stated.

Payment Terms

Client shall pay Contractor the fees set forth below in consideration for full performance of the Scope of Work. All amounts are stated in lawful currency of the jurisdiction identified under Governing Law and exclude applicable taxes unless expressly included.

Late payments shall incur a late fee equal to % per month on the outstanding balance, calculated daily and compounded monthly, or the maximum rate permitted by law, whichever is less. Contractor may suspend performance if Client is more than days overdue after written notice.

Term and Termination

This Agreement commences on the Start Date and continues until completion of the Scope of Work unless earlier terminated as provided herein.

Start Date: ; Estimated Completion / End Date:

Either Party may terminate this Agreement for material breach if the breaching Party fails to cure such breach within days after written notice. Either Party may terminate without cause upon days' prior written notice to the other Party. Termination shall not relieve Client of payment obligations for work performed or expenses incurred prior to termination.

Confidentiality

Each Party (the "Receiving Party") shall keep confidential and not disclose any proprietary or confidential information of the other Party (the "Disclosing Party") disclosed in connection with this Agreement. Confidential information includes technical data, business plans, specifications, pricing, operational procedures and other non-public information, whether oral, written or electronic.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years, except for trade secrets, for which the Receiving Party's duty of confidentiality shall continue for as long as the information remains a trade secret under applicable law.

The Receiving Party may disclose Confidential Information to its employees, agents and subcontractors with a need to know, provided such persons are bound by confidentiality obligations no less protective than those set forth herein. The obligations do not apply to information that is (i) publicly available through no fault of the Receiving Party; (ii) already known to the Receiving Party prior to disclosure; (iii) rightfully received from a third party without restriction; or (iv) required to be disclosed by law, regulation or judicial process, provided the Receiving Party gives prompt written notice to the Disclosing Party to permit a protective order or other remedy.

Change Orders and Permits

All changes to the Scope of Work shall be documented in a written change order signed by authorized representatives of both Parties. Contractor shall obtain permits and approvals required by applicable law unless the Parties otherwise agree in writing. Client shall reimburse Contractor for permit fees and any additional costs incurred as a direct result of change orders.

Representations; Indemnity

Each Party represents that it has the authority to enter into this Agreement and that performance will comply with applicable laws. Contractor agrees to indemnify and hold Client harmless from claims arising out of Contractor's negligence, willful misconduct or breach of this Agreement, subject to any limitations or caps stated herein.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or a Party's indemnification obligations, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either Party for all claims arising under or related to this Agreement shall not exceed the total fees paid to Contractor under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

Entire Agreement; Amendment

This Agreement, together with any exhibits and executed change orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both Parties.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, courier or email (with read receipt) and shall be effective upon receipt.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The Parties are independent contractors; this Agreement does not create a partnership, joint venture, or employer-employee relationship.

The Parties agree to attempt to resolve disputes in good faith through negotiation and, if unsuccessful, through mediation prior to commencing litigation.

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