Business Operations Document

BUSINESS OPERATIONS DOCUMENT

This Business Operations Document ("Agreement") is entered into as of the Effective Date set forth below by and between Client Name: and Service Provider Name: (each a "Party" and together the "Parties").

WHEREAS

WHEREAS, Client is engaged in the business of operating and managing business activities and desires to engage Provider to perform certain operational services in support of Client's business; and

WHEREAS, Provider represents that it has the requisite expertise, personnel and resources to perform the services described in this Agreement and is willing to provide such services under the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will perform services for Client.

1. SCOPE OF WORK

Provider shall provide the services, deliverables and related tasks described below. Provider shall perform such services with due care, in a professional manner, and in accordance with industry standards.

2. PAYMENT TERMS

As full consideration for the performance of services under this Agreement, Client shall pay Provider the amounts and on the schedule set forth below. Provider shall invoice Client in accordance with the schedule. Invoices are due and payable in United States dollars within the Payment Period after receipt of an undisputed invoice.

Late payments shall accrue interest at the lesser of the rate set by law or on the outstanding balance, beginning on the date payment was due. In addition to interest, Client shall reimburse Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment obligations.

3. 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 this Agreement for convenience upon written notice to the other Party given at least days prior to the effective date of termination. Either Party may terminate this Agreement for material breach if the breaching Party fails to cure a material breach within thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one Party to the other Party, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Each Party shall: (i) maintain the other's Confidential Information in strict confidence; (ii) use such Confidential Information only to perform its obligations under this Agreement; and (iii) limit disclosure of such Confidential Information to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

The obligations of confidentiality shall continue for years following termination or expiration of this Agreement, except with respect to Confidential Information that constitutes a trade secret under applicable law, in which case the obligations survive for as long as such information remains a trade secret.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that the services will be performed in a professional and workmanlike manner in accordance with prevailing industry standards.

6. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. NOTICES

All notices, requests and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail, or recognized overnight courier, or by electronic mail with confirmation of receipt.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for purposes of resolving disputes arising under this Agreement.

9. ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous understandings, representations and agreements, whether written or oral, relating to the subject matter hereof. Any amendment or modification of this Agreement must be in writing and signed by both Parties.

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

The Parties have executed this Agreement as of the Effective Date by their duly authorized representatives.

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