Business Services Core Exclusive

BUSINESS SERVICES CORE EXCLUSIVE AGREEMENT

This Business Services Core Exclusive Agreement (the Agreement) is entered into as of (Effective Date) by and between:

WHEREAS

WHEREAS, Client retains Service Provider to perform core business services described herein and Service Provider has the capability and expertise to provide such services under the terms set forth in this Agreement; and

WHEREAS, the parties desire that certain core services be provided on an exclusive basis within the defined scope and subject to the restrictions, payment terms, and other covenants contained in this Agreement.

SCOPE OF WORK

Service Provider shall perform the services set forth below (Services). The Services shall include the core deliverables, performance standards, and reporting obligations described in the Scope of Work field. Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

EXCLUSIVITY

During the Term, Client grants Service Provider the exclusive right to provide the Core Services described in the Scope of Work within the Territory described below. Client shall not engage any third party to perform the Core Services for Client within the Territory except as expressly permitted in writing by Service Provider. Exceptions to exclusivity must be set forth in writing and signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees for the Services as set forth below. Fees are exclusive of taxes unless otherwise stated. Service Provider shall invoice Client in accordance with the schedule selected below and Client shall pay undisputed amounts in accordance with this Section.

Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated daily from the date due until paid. In addition to interest, Service Provider may suspend performance for nonpayment after providing days' written notice to Client.

TERM AND TERMINATION

The term of this Agreement (Term) shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of the obligation to pay for Services rendered and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential and shall not use or disclose any Confidential Information of the other party (Discloser), except to its employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information includes non-public business, technical or financial information, trade secrets, and any information marked confidential or that by its nature reasonably should be understood to be confidential. The obligations set forth in this Section do not apply to information that: (a) is or becomes generally known to the public through no wrongful act of Recipient; (b) is rightfully received from a third party without restriction; (c) was in Recipient's possession prior to disclosure; or (d) is independently developed without use of Discloser's Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains all ownership rights in pre-existing intellectual property and tools used to perform the Services. Client shall obtain ownership of deliverables specifically created for Client upon full payment of all fees due and payment of any related expenses, except that Service Provider may retain and use aggregated, de-identified data and general know-how arising from performance of the Services.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising from that party's gross negligence or willful misconduct. Except for indemnification obligations, neither party shall be liable for incidental, consequential, special or punitive damages. The aggregate liability of either party for any claim under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the preceding twelve (12) months.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including any attachments or written exhibits signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. This Agreement may be amended only by a writing signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses provided above. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, partnership or agency relationship.

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