Business Operations Center

BUSINESS OPERATIONS CENTER AGREEMENT

Effective Date:

Parties

Recitals

WHEREAS, Service Provider operates a Business Operations Center providing centralized operational services, systems, personnel and facilities tailored to support administrative, logistical, and operational functions; and

WHEREAS, Client desires to engage Service Provider to perform certain business operations services as set forth herein, and Service Provider is willing to provide such services under the terms and conditions of this Agreement.

Scope of Work

Service Provider will provide the services and deliverables described below and in any attached statements of work executed by the parties. Services may include, without limitation, operations management, back-office processing, customer support, data handling, facilities management, and reporting as required by Client.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services rendered. All fees are exclusive of taxes unless otherwise specified.

Invoicing: Service Provider will invoice Client in accordance with the payment schedule. Payment is due within days of receipt of a proper invoice.

Late Payment: Overdue amounts shall accrue interest at the rate of percent per month (or the maximum permitted by law, if less), plus reasonable collection costs, including attorneys' fees.

Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure the breach within days of receiving written notice specifying the breach. Termination shall not relieve Client of payment obligations for services performed prior to termination.

Confidentiality

Definition: "Confidential Information" means nonpublic information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances, including business plans, customer data, pricing, operations processes and technical information.

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

Exclusions: Confidential Information does not include information that is (i) or becomes generally available to the public other than through a breach of this Agreement; (ii) rightfully received from a third party without restriction; (iii) independently developed without use of the other's Confidential Information; or (iv) required to be disclosed by law, regulation or order of a court or governmental body, provided Recipient gives prompt written notice to Discloser to permit Discloser to seek protective relief.

Return/Destruction: Upon termination or written request, Recipient shall promptly return or destroy Discloser's Confidential Information and certify in writing that such return or destruction has been completed, except that Recipient may retain one archival copy as required by internal record retention policies or applicable law.

Liability, Indemnification and Insurance

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against third party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement, subject to the limitations set forth herein.

Limitation of Liability: Except for liability arising from fraud, willful misconduct, or a party's indemnification obligations, neither party shall be liable for indirect, incidental, special or consequential damages, and each party's aggregate liability for any claim arising out of or related to this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly through negotiations between senior representatives. If unresolved, disputes shall be resolved in the state or federal courts located within the specified state.

Entire Agreement; Miscellaneous

Entire Agreement: This Agreement, together with any statements of work or exhibits executed by the parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to the subject matter herein.

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

Notices: Notices required or permitted under this Agreement shall be in writing and delivered to the addresses specified above or to such other address as a party may designate by notice.

Acknowledgements

Each party represents and warrants that it has the full power and authority to enter into this Agreement, that the person signing below is authorized to bind the party, and that the obligations hereunder will be valid and enforceable.

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