Business Services AF NAF

Business Services AF NAF

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including advisory, administrative, and operational support to entities operating non-appropriated fund programs; and

WHEREAS, Client wishes to retain Service Provider to perform the services described in this Agreement and Service Provider is willing to provide such services on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:

Parties and Contact Information

Scope of Work

Service Provider shall perform the professional services and deliverables described below. Service Provider will exercise reasonable care, skill and diligence customary in the performance of comparable engagements.

Payment Terms

Client shall compensate Service Provider in accordance with the following terms.

Fixed fee   Time and materials

Overdue amounts shall bear interest at the rate of or the maximum rate permitted by law, whichever is less. In addition, Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, and Service Provider shall deliver to Client any work product completed to the date of termination and reasonably required for a seamless transition.

Confidentiality

Each party (Receiving Party) shall hold in confidence all non-public, proprietary, or confidential information disclosed by the other party (Disclosing Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that is: (a) publicly available without breach of this Agreement; (b) known to Receiving Party prior to disclosure; (c) rightfully obtained by Receiving Party from a third party without restriction; or (d) independently developed without use of Disclosing Party's Confidential Information.

Receiving Party shall not use Confidential Information for any purpose other than performing its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations under this section shall survive termination of this Agreement for years.

Independent Contractor; Compliance

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the parties. Service Provider shall comply with all applicable laws and regulations in performing services, shall be solely responsible for employment-related obligations for its personnel, and shall obtain and maintain at its expense all permits, licenses and approvals required to perform the services.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its gross negligence or willful misconduct in connection with this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability for direct damages under or related to this Agreement shall exceed the total fees paid or payable to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to 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 any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the parties are unable to resolve the dispute through negotiation within thirty (30) days, either party may pursue any remedy available at law or in equity.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, agreements and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and executed by authorized representatives of both parties.

Miscellaneous

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

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