Business Operations POCN

BUSINESS OPERATIONS POCN

This Business Operations Point of Contact Notice and Services Agreement (the Agreement) is entered into as of by and between (Company), and (Contractor).

WHEREAS, Company operates certain business functions and requires specialized services and a designated point of contact to manage operational changes, implementation tasks, and escalation procedures; and

WHEREAS, Contractor represents that it possesses the personnel, experience, and capability to provide such services and to serve as an operational point of contact in accordance with the terms set forth herein; and

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality obligations, and other terms governing the relationship between them with respect to the services described below.

1. Scope of Work

Contractor shall perform the operational services and act as the designated point of contact in accordance with the requirements set forth in this Agreement. Deliverables, milestones, and specific responsibilities shall include, at a minimum, the items described below and any attachments incorporated by reference.

2. Payment Terms

In consideration for services performed by Contractor, Company shall pay Contractor in accordance with the following terms.

3. Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within days after written notice. Termination for convenience without cause is permitted upon delivery of the notice period set forth above, subject to payment for services performed through the effective date of termination.

4. Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was in the receiving party's possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (a) protect Confidential Information 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 for the purpose of performing obligations or exercising rights under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

5. Governing Law

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

6. Representations; Indemnification

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. Contractor shall indemnify, defend, and hold harmless Company, its officers, directors and employees from and against any third-party claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising from Contractor's gross negligence, willful misconduct, or material breach of this Agreement.

7. Assignment and Subcontracting

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that Company may assign this Agreement in connection with a merger, sale of substantially all assets, or other change of control. Contractor shall not subcontract material obligations without Company's prior written consent.

8. Notices

All notices, requests, consents, approvals and other communications required or permitted under this Agreement shall be in writing and addressed to the contact information below for each party and shall be deemed given upon personal delivery, nationally recognized overnight courier, or three days after deposit in the U.S. mail, postage prepaid.

9. Entire Agreement

This Agreement, including any schedules, exhibits, and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remainder of this Agreement shall remain in full force and effect.

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