Business Series Template

BUSINESS SERIES AGREEMENT

This Business Series Agreement (the "Agreement") is entered into as of Effective Date: by and between Company Name: and Service Provider Name: .

RECITALS

WHEREAS, Company Name is organized to hold one or more discrete business units or asset pools (each a "Series") and desires to engage Service Provider to perform certain services with respect to one or more Series as set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to provide the services described herein to the Series designated below and to perform such services on the terms and conditions set forth in this Agreement.

WHEREAS, the parties wish to define the relationship, scope of services, payment, and other terms applicable to the Series identified as Series Name: .

SCOPE OF WORK

Service Provider shall perform the services described below for the Series identified above. The parties acknowledge that the Series constitutes a separate accounting and operational unit and that services performed for one Series shall be performed and accounted for separately unless the parties expressly agree otherwise in writing.

PAYMENT TERMS

Compensation for services to the Series shall be as follows. All fees are exclusive of taxes unless otherwise stated. Service Provider shall submit written invoices in accordance with the schedule below.

Invoices are due and payable within days of receipt. Past due amounts shall bear interest at the lesser of (i) per month, or (ii) the maximum lawful rate. The parties agree that reasonable costs of collection, including attorneys' fees, may be recovered by the prevailing party.

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 without cause by providing written notice at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether disclosed orally, visually, or in writing, including business plans, financials, customer lists, technical data, and trade secrets. Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) was in the Receiving Party's possession prior to disclosure; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees and contractors having a need to know and bound by confidentiality obligations no less protective than those herein; and (c) use 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. The obligations in this Section shall continue for a period of years following termination of this Agreement.

INDEPENDENT SERIES AND RELATIONSHIP

The parties acknowledge and agree that each Series constitutes a separate and independent unit for accounting and operational purposes. Nothing in this Agreement shall be construed to create a joint venture, partnership, or agency relationship between Series or between the parties beyond the obligations expressly set forth in this Agreement. Service Provider shall perform services as an independent contractor and shall be responsible for withholding and payment of its own payroll taxes and benefits.

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 overnight courier, or by email when expressly agreed in writing by the parties.

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. Any dispute arising out of or relating to this Agreement shall be resolved first by good faith negotiation between senior representatives of the parties. If the dispute is not resolved within sixty (60) days, the parties agree to submit the dispute to binding arbitration in the chosen jurisdiction, except that either party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from (i) the indemnifying party's gross negligence or willful misconduct, or (ii) breach of representations, warranties or obligations under this Agreement; provided, however, that the indemnified party shall promptly notify the indemnifying party of any claim and shall cooperate in the defense and settlement thereof.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any schedules or exhibits 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 to this Agreement must be in writing and signed by authorized representatives of both parties.

SEVERABILITY; ASSIGNMENT

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Company may assign this Agreement to an affiliate or to a successor by merger or sale of substantially all of its assets that relate to the Series.

SIGNATURES

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