Business Services AOS Agreement

BUSINESS SERVICES AOS AGREEMENT

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

RECITALS

WHEREAS, Service Provider maintains expertise and operations, administration and support services specified herein and is willing to provide such services to Client on the terms and conditions set forth in this Agreement;

WHEREAS, Client desires to retain Service Provider to perform those services described in the Scope of Work and Service Provider agrees to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties intend that the services, compensation, confidentiality obligations and contract terms be memorialized in this Agreement.

SCOPE OF WORK

Service Provider shall perform the services described above (the "Services") in a professional and workmanlike manner consistent with industry standards. Changes to the Scope of Work must be agreed in writing and signed by authorized representatives of both parties.

PAYMENT TERMS

Unless otherwise agreed in writing, Client will pay invoices within days of receipt. Amounts not paid when due shall accrue a late fee equal to on the unpaid balance, in addition to any collection costs and reasonable attorneys' fees.

All fees are exclusive of taxes. Client shall be responsible for any applicable sales, use, excise or other taxes (excluding taxes based on Service Provider's net income).

TERM AND TERMINATION

Term Start Date:   Term End Date: .

Either party may terminate this Agreement for cause if the other party materially breaches any provision and fails to cure such breach within the notice period specified above. Either party may also terminate without cause upon providing the notice period set forth above. Upon termination, Client shall pay for Services performed through the effective date of termination and any non‑cancelable commitments made by Service Provider.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether written, oral or electronic, 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.

Receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents with a need to know and who are subject to 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.

Confidentiality obligations shall not apply to 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) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates in any lawful effort to limit disclosure.

INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents (collectively, the "Indemnified Party") from and against any third‑party claims, liabilities, damages and costs (including reasonable attorneys' fees) arising out of or resulting from (a) the Indemnifying Party's breach of this Agreement, or (b) the Indemnifying Party's gross negligence or willful misconduct in performing its obligations hereunder.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or a party's indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages, and each party's aggregate liability for direct damages arising from or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement (including all schedules, exhibits and written amendments signed by both parties) constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or waiver will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Notices required under this Agreement shall be in writing and delivered to the addresses set forth below or as otherwise agreed in writing.

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