Business Operational Letter

BUSINESS OPERATIONAL LETTER

Date:

Parties

Sender Company Name:    Address:

Recipient Company Name:    Address:

WHEREAS

WHEREAS, Sender Company Name: is engaged in the business of providing operational services and infrastructure support to commercial entities; and

WHEREAS, Recipient Company Name: desires to retain Sender to perform the operational responsibilities and tasks described herein, and Sender agrees to perform such services under the terms set forth in this letter;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

The Sender shall provide the operational services, deliverables, and performance standards set forth below. The Sender shall perform services in a professional and workmanlike manner consistent with industry standards and in accordance with any schedules agreed by the parties.

Payment Terms

In consideration for the services described in this letter, Recipient shall pay Sender the fees set forth below in accordance with the stated schedule. All fees are exclusive of applicable taxes unless otherwise stated.

Term and Termination

This Business Operational Letter shall commence on and continue in effect through unless earlier terminated in accordance with this section.

Either party may terminate this letter for convenience upon written notice to the other party delivered not less than days in advance. Either party may terminate immediately for material breach if such breach remains uncured for a period of 14 days after written notice of breach.

Upon termination, Recipient shall pay Sender for all services performed and reimbursable expenses incurred through the effective date of termination. Sections addressing Confidentiality, Indemnification, and Governing Law shall survive termination.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") in connection with this letter, including business operations, pricing, customer data, and technical processes ("Confidential Information"). The Receiving Party shall not use or disclose Confidential Information except as required to perform under this letter or as expressly authorized in writing by the Disclosing Party.

Confidential Information shall not include information that: (a) is or becomes publicly available other than through a breach of this provision; (b) is rightfully received from a third party without confidentiality obligations; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided that the Receiving Party gives prompt written notice to the Disclosing Party to permit a protective order or other remedy.

Representations and Warranties

Each party represents and warrants that it has the full corporate power and authority to enter into this letter and to perform its obligations hereunder. Sender further represents that services will be provided in a professional manner consistent with industry standards.

Governing Law

This letter 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 submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this letter.

Entire Agreement

This letter, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by duly authorized representatives of both parties.

Operational Contacts

Additional Terms

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