Business Services Crown Complex

BUSINESS SERVICES CROWN COMPLEX

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

WHEREAS

WHEREAS, Service Provider operates a business providing management, administrative and operational services related to multi-tenant facilities and complex property operations commonly described as crown complex operations; and

WHEREAS, Client desires to engage Service Provider to perform services for the Crown Complex location identified above under the terms set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services;

SCOPE OF WORK

Service Provider shall perform the services described below at the Crown Complex (the Services). The Services shall include operational management, vendor coordination, facilities oversight, event support, and such other tasks as the parties may agree in writing.

PAYMENT TERMS

Compensation: Client shall pay Service Provider the fees set forth below in consideration for the performance of the Services. Fees are exclusive of applicable taxes, unless otherwise stated.

Late Payment: Any undisputed payment not received by Service Provider within days after the due date shall bear interest at the lesser of or a flat late fee of per invoice.

TERM AND TERMINATION

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

Termination Without Cause: Either party may terminate this Agreement without cause by providing days' prior written notice to the other party.

Termination For Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in strict confidence all non-public information disclosed by the other party (the 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 shall not include information that is or becomes publicly known through no breach of this Agreement, is received from a third party without breach of any obligation of confidentiality, or is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall not disclose Confidential Information to any third party except to its employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations in this section shall survive termination of this Agreement for a period of years.

INDEMNIFICATION AND INSURANCE

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against third-party claims arising out of the indemnifying party's negligence, willful misconduct, or material breach of this Agreement. Liability is subject to the limitations and exclusions set forth in this Agreement.

Insurance: Service Provider shall maintain commercial general liability and professional liability insurance appropriate to the Services to be performed and shall provide certificates of insurance upon reasonable request.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Venue for any dispute arising out of this Agreement shall lie exclusively in the state or federal courts located within that state.

ENTIRE AGREEMENT

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 communications, whether oral or written. No modification to this Agreement will be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Relationship of the Parties: The parties are independent contractors, and nothing in this Agreement creates a joint venture, partnership, employment relationship, or agency relationship between the parties.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing.

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