Business Rates Contract

BUSINESS RATES CONTRACT

This Business Rates Contract ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: with principal place of business at ; and Client Name: with principal place of business at .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing the services and deliverables described in this Agreement and has represented that it has the experience and ability to provide such services on the terms set forth herein;

WHEREAS, Client desires to retain Service Provider to provide such services at rates and under the terms set forth in this Agreement, and Service Provider is willing to provide such services to Client on those terms; and

WHEREAS, the parties intend for this Agreement to set forth the rates, schedule, and contractual terms governing their commercial relationship for the term identified below.

SCOPE OF WORK

Service Provider shall perform the services and deliver the work product described below. The scope may be modified only by written amendment signed by both parties. Describe the services, deliverables, milestones, and performance standards in detail:

PAYMENT TERMS

Client shall pay Service Provider for services in accordance with the rates and schedule set forth below. All amounts are denominated in US dollars unless otherwise agreed in writing.

RATE ADJUSTMENTS

Rates set forth in this Agreement are fixed for the initial Term except as provided below. Service Provider may adjust rates on an annual basis upon written notice to Client at least days prior to the effective adjustment date. Adjustments shall not exceed in any twelve-month period unless mutually agreed in writing. Parties may alternatively select an index-based adjustment:

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days following written notice of such breach. Upon termination, Client shall pay Service Provider for all services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any non-public, proprietary, or confidential information of the other party (the "Disclosing Party") obtained in connection with this Agreement. Confidential information does not include information that (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party. The Receiving Party shall use confidential information solely for the performance of this Agreement and shall take reasonable measures to protect such information, not less than those it uses to protect its own confidential information of a similar nature.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or a nationally recognized overnight courier service.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiations. If the parties cannot resolve the dispute within thirty (30) days, either party may pursue remedies in the state or federal courts located in the specified state.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties and supersedes all prior negotiations, proposals, and agreements, whether written or oral, relating to the subject matter hereof. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets or a merger. Any purported assignment in violation of this Section shall be void.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any agreement or obligation to any third party.

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