Business Processing Solutions

BUSINESS PROCESSING SOLUTIONS AGREEMENT

This Business Processing Solutions Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Client engages Processor to perform certain business processing services relating to Client's operations, data handling and transaction processing, and Processor represents that it has the expertise, personnel and systems to perform such services in accordance with the terms of this Agreement;

WHEREAS, Processor shall provide services described herein in a commercially reasonable manner, in compliance with applicable laws and with appropriate security, confidentiality and continuity controls; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, compensation and confidentiality of the services to be provided.

SCOPE OF WORK

Processor shall perform the business processing services described below in accordance with accepted industry practices. Processor shall provide personnel, equipment and systems necessary to perform the services and shall maintain records of all work performed.

PAYMENT TERMS

In consideration for the services, Client shall pay Processor the fees set forth below. All fees are exclusive of taxes, duties and similar charges which shall be borne by Client unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law, calculated from the date payment is due until paid. In addition to interest, Client shall be responsible for reasonable collection costs and legal fees incurred by Processor to collect overdue amounts.

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 providing days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Processor shall (a) cease performance as directed by Client, (b) deliver all work in progress and any Client property within Processor's possession, and (c) invoice Client for all fees and expenses incurred through the date of termination, which amounts shall be due and payable in accordance with the Payment Terms.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient"), whether oral, written or electronic, including trade secrets, business processes, pricing, customer data, financial information, source code, methodologies and personally identifiable information. Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement by Recipient; (ii) was rightfully known to Recipient prior to disclosure; (iii) is independently developed by Recipient without use of Discloser's Confidential Information; or (iv) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality.

Recipient shall: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) restrict disclosure to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) 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.

If Recipient is required by law or regulation to disclose Confidential Information, Recipient shall provide Discloser prompt written notice where legally permitted and cooperate to seek protective measures to preserve confidentiality to the extent practicable.

DATA SECURITY AND PRIVACY

Processor shall implement and maintain administrative, technical and physical safeguards reasonably designed to protect Client Data against unauthorized access, use, disclosure, alteration and destruction. Processor shall promptly notify Client of any confirmed security incident affecting Client Data and shall cooperate in remediation and notification activities as required by applicable law or this Agreement.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against claims, losses, liabilities and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense; however, failure to provide prompt notice shall not relieve the indemnifying party except to the extent prejudiced by the delay.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR VIOLATION OF CONFIDENTIALITY OR DATA SECURITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES. A PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROCESSOR 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 its conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation prior to pursuing formal legal remedies.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or statements of work executed by the parties, constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements between the parties regarding its subject matter. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided below or to such other address as a party may designate by notice. Notices delivered by email are effective upon receipt provided a copy is also sent by another method within two business days.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement or any of its rights without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes the assigning party's obligations hereunder.

Relationship of Parties: The relationship of the parties is that of independent contractors. Nothing in this Agreement creates an employer-employee, partnership, joint venture or agency relationship between the parties.

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