Business RCC Document

BUSINESS RCC DOCUMENT

This Business RCC Document (the "Agreement") is entered into effective as of between:

Client Name:

RCC Provider Name:

RECITALS (WHEREAS)

WHEREAS, Client retains the Provider to perform Receivables Collection and Compliance services (the "RCC Services") consisting of credit control, receivables recovery, dispute resolution, and reasonable compliance support in relation to collection activities; and

WHEREAS, Provider represents that it has the expertise, licensing and procedures necessary to perform the RCC Services in a commercially reasonable and compliant manner; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment and governance of the RCC Services.

SCOPE OF WORK

Provider shall perform the RCC Services described below. Provider shall use reasonable commercial efforts and personnel possessing appropriate expertise to complete the Services in accordance with the terms of this Agreement.

PAYMENT TERMS

Client shall pay Provider for the Services as follows. All amounts are in US dollars unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum permitted by applicable law. In addition, Provider may suspend performance on written notice if payments are more than days overdue.

Expenses: Client shall reimburse Provider for preapproved, reasonable third-party expenses incurred in performance of the Services upon presentation of receipts or reasonable documentation.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement without cause upon giving written notice at least days prior to the effective termination date.

Termination for Cause: Either party may terminate this Agreement 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.

Effect of Termination: Upon termination, Provider shall invoice Client for all Services performed and approved expenses incurred through the effective date of termination. Sections concerning confidentiality, payment for accrued obligations, indemnification and limitations of liability shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

Obligations: Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, agents or permitted subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of Receiving Party; (ii) was in Receiving Party's lawful possession prior to receipt from Disclosing Party; (iii) is lawfully disclosed to Receiving Party by a third party without restriction; or (iv) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

Required Disclosure: If Receiving Party is compelled by law or valid order to disclose Confidential Information, Receiving Party shall give Disclosing Party prompt written notice (to the extent legally permitted) so that Disclosing Party may seek a protective order or other appropriate remedy.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each party shall indemnify, defend and hold harmless the other party against third-party claims arising from its gross negligence, willful misconduct, or material breach of this Agreement, subject to the indemnified party providing prompt written notice and reasonable cooperation in the defense.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, a party's breach of confidentiality obligations, or indemnification obligations, neither party shall be liable for incidental, consequential, special or punitive damages. Each party's aggregate liability for direct damages arising from or relating to this Agreement shall not exceed the amounts paid or payable by Client to Provider under this Agreement in the preceding twelve (12) months.

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 attempt in good faith to resolve disputes through negotiation prior to commencing any litigation.

NOTICES

Notices shall be sent to the addresses set forth below or to such other address as either party may designate by written notice in accordance with this section.

ENTIRE AGREEMENT

This Agreement, including any schedules 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 and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

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