Business Services Convoy

BUSINESS SERVICES CONVOY AGREEMENT

This Business Services Convoy Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: with principal address at (Client), and Service Provider Name: with principal address at (Service Provider).

RECITALS

WHEREAS, Client requires business operations, logistics and coordination services to consolidate and route multiple service engagements as a coordinated convoy of services; and

WHEREAS, Service Provider represents that it possesses the personnel, experience, and resources necessary to provide the services described in this Agreement and is willing to perform such services for the Client subject to the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the coordination, scheduling, performance and payment for those services.

SCOPE OF WORK

The Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Service Provider shall coordinate scheduling of multiple concurrent engagements to form a convoy of services, provide necessary personnel and equipment, and deliver required reports and documentation to Client as set forth in the Scope of Work.

PAYMENT TERMS

All payments are due within days of receipt of an undisputed invoice. Late payments shall bear interest at a rate of per month (or the highest rate permitted by law, whichever is less), plus any costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice delivered not fewer than days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and accepted prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public business, technical, financial or operational information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, was known to the Receiving Party prior to disclosure, is independently developed without use of the Disclosing Party's Confidential Information, or is rightfully obtained from a third party without restriction.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct or breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties shall attempt in good faith to resolve any dispute arising under or related to this Agreement through negotiation between senior representatives. If the dispute is not resolved by negotiation within sixty (60) days, either party may pursue any right or remedy available at law or in equity.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes all obligations hereunder. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates an employment, joint venture, agency or partnership relationship between the parties.

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