Business Operations BOP Form

BUSINESS OPERATIONS BOP FORM

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client operates certain business activities and requires operational services, resources, and process documentation to maintain, improve, or expand those activities; and

WHEREAS, Service Provider has represented that it has the capacity, personnel, and expertise to provide business operations support and related deliverables described in this Business Operations BOP Form; and

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality obligations, and other terms that will govern their relationship for the provision of services.

SCOPE OF WORK

The Service Provider shall perform the services and deliverables described below. All services shall be performed in a professional manner consistent with industry standards.

PAYMENT TERMS

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

Invoices shall be issued according to the Payment Schedule. Unless otherwise agreed, Client shall pay undisputed invoices within days of receipt.

Late payments shall accrue interest at or the maximum rate permitted by applicable law, whichever is less. A minimum late fee of may apply.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate for material breach if the breach is not cured within days after written notice specifying the breach. Termination does not relieve Client of payment obligations for services performed through the termination date.

Automatic renewal thereafter on a month-to-month basis unless either party provides written notice of non-renewal at least days prior to the then-current term end date.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to its employees, agents, and subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidentiality obligations survive termination for a period of years, except to the extent applicable law requires otherwise.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive 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 within that state for disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Business Operations BOP Form, together with any exhibits and 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 is effective unless in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

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

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

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