Business Operations BOPO Document

Business Operations BOPO Agreement

This Business Operations BOPO Agreement ("Agreement") is entered into as of by and between the parties set forth below.

PARTIES

RECITALS

WHEREAS, Service Provider maintains expertise in business operations, process management and related administrative services and is willing to provide such services to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, Client desires to engage Service Provider to perform specified operations work to improve Client's business processes, reporting, staffing coordination, and other operational functions as described herein; and

WHEREAS, the parties intend that the services rendered by Service Provider pursuant to this Agreement shall be performed in accordance with the terms set forth in the Scope of Work and subject to the payment, confidentiality, and termination provisions contained herein.

SCOPE OF WORK

Service Provider shall perform the operations services described below. The parties acknowledge that the Scope of Work may be amended in writing by mutual agreement pursuant to the amendment procedures in this Agreement.

PAYMENT TERMS

In consideration for the services to be provided by Service Provider, Client shall pay Service Provider the fees and follow the payment schedule set forth below.

All amounts are payable in United States dollars unless otherwise agreed in writing. Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance of the Scope of Work upon submission of supporting documentation.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above. Either party may terminate this Agreement without cause upon providing the notice period set forth above. Upon termination, Client shall pay for all services performed and reimbursable expenses incurred up to the effective date of termination.

The term will automatically renew for successive periods of equal length unless either party provides written notice of non-renewal no less than the notice period above.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public business, technical, financial, personnel and other information disclosed in any form and identified as confidential or that reasonably should be understood to be confidential given the nature of the information.

The Receiving Party shall: (a) hold the Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt notice to permit the Disclosing Party to seek protective measures.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above without regard to conflicts of laws principles. The parties agree to attempt good-faith resolution of disputes; if unresolved, disputes shall be resolved by binding arbitration in the governing jurisdiction or by the courts if arbitration is not enforceable.

MISCELLANEOUS

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

Amendments: This Agreement may be amended or modified only by a written instrument signed by duly authorized representatives of both parties.

Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. The failure to insist upon strict performance of any term shall not be deemed a waiver of that term.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments 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.

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