Business Operations Management OPM

BUSINESS OPERATIONS MANAGEMENT AGREEMENT (OPM)

RECITALS

THIS BUSINESS OPERATIONS MANAGEMENT AGREEMENT ("Agreement") is entered into effective as of by and between , with principal place of business at (hereinafter "Client"), and , with principal place of business at (hereinafter "Operations Manager").

WHEREAS, Client owns and operates the business identified above and desires to engage Operations Manager to perform operations management and related services; and

WHEREAS, Operations Manager represents that it has the experience, personnel, and capability to perform such services under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. SCOPE OF WORK

Operations Manager shall perform the services described above and any ancillary tasks reasonably necessary for the efficient conduct of Client's business operations, including but not limited to staffing oversight, process optimization, vendor administration, performance reporting, and implementation of operational policies in accordance with industry standards and applicable law.

2. PAYMENT TERMS

Unless otherwise agreed in writing, invoices submitted by Operations Manager are due within days of invoice date. Past due amounts shall accrue interest at the rate of per month (or the maximum permitted by law), and Client shall reimburse Operations Manager for reasonable collection costs, including attorneys' fees.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential. Operations Manager shall maintain Confidential Information in strict confidence, shall not use Confidential Information except to perform obligations under this Agreement, and shall not disclose Confidential Information to third parties except (a) to employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, or (b) as required by law. Confidential obligations shall survive termination for a period of from the date of disclosure.

5. REPORTING AND RECORDS

Operations Manager shall provide Client with operational reports describing performance, key metrics, and material incidents at a frequency of and shall maintain complete and accurate books and records relating to services performed for a period of not less than three years. Client may, upon reasonable notice, inspect such records during normal business hours to verify compliance with this Agreement.

6. INDEMNIFICATION AND INSURANCE

Each party shall indemnify and defend the other from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. Operations Manager shall maintain general liability and professional liability insurance in commercially reasonable amounts and shall provide certificates upon request.

7. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for consequential, incidental, special, or punitive damages. The aggregate liability of each party for direct damages under this Agreement shall not exceed the total fees paid by Client to Operations Manager during the twelve (12) months preceding the claim.

8. ASSIGNMENT AND SUBCONTRACTING

Operations Manager may engage subcontractors to perform portions of the services, provided Operations Manager remains responsible for subcontractor performance and compliance with confidentiality obligations. Neither party may assign this Agreement without the other's prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

10. ENTIRE AGREEMENT

This Agreement, including all exhibits and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employment relationship. Notices under this Agreement shall be delivered to the addresses provided above or to updated addresses delivered in writing.

NOTICES

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