Business Operations Operators

BUSINESS OPERATIONS OPERATORS AGREEMENT

This Business Operations Operators Agreement (the Agreement) is made and entered into as of by and between:

Client Name:    Client Address:

Operator Name:    Operator Address:

RECITALS

WHEREAS, Client operates a business engaged in the provision of goods and/or services and requires assistance with day-to-day operations, systems, and personnel management; and

WHEREAS, Operator represents that it has the experience, personnel, and capacity to perform business operations services described herein and is willing to provide such services to Client under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Operator shall perform the business operations services described below. Operator shall exercise commercially reasonable efforts and maintain qualified personnel to perform the services in a timely and professional manner.

PAYMENT TERMS

As consideration for the services rendered by Operator, Client shall pay Operator in accordance with the following terms.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date set forth above and continue in full force and effect until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means any non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) in any form that is designated as confidential or that reasonably should be understood to be confidential. Receiving Party shall: (a) hold Confidential Information in confidence using at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely for performance of its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include: (i) information that is or becomes generally available to the public through no act or omission of Receiving Party; (ii) information rightfully received by Receiving Party from a third party without restriction; or (iii) information independently developed by Receiving Party without use of Disclosing Party's Confidential Information. Upon termination of this Agreement, Receiving Party shall return or destroy Confidential Information as requested by Disclosing Party.

INDEMNIFICATION

Each party (Indemnitor) agrees to indemnify, defend and hold harmless the other party (Indemnitee) from and against all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from Indemnitor's gross negligence or willful misconduct in connection with performance under this Agreement.

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.

INSURANCE

Operator shall maintain insurance coverage customary for the industry, including general liability and workers' compensation, in such amounts as are commercially reasonable given the nature of the services provided. Upon request, Operator shall provide certificates of insurance evidencing such coverage.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices, consents, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party may specify in writing).

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. The provisions of Sections titled Confidentiality, Indemnification, Governing Law and Entire Agreement shall survive termination of this Agreement.

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