Business Services Cut Through

Business Services Cut Through

This Business Services Cut Through Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: (\"Client\") and Service Provider Name: (\"Service Provider\"). The Client and the Service Provider are sometimes referred to individually as a Party and collectively as the Parties.

WHEREAS

WHEREAS, the Service Provider is engaged in the business of providing business services as described herein and has represented that it possesses the experience, personnel and resources necessary to perform such services; and

WHEREAS, the Client desires to retain the Service Provider to perform specified services and to permit certain cut through payment arrangements to facilitate direct payment to a designated third party or beneficiary in certain circumstances as set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SCOPE OF WORK

The Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. The Services include all deliverables, reporting, coordination with the Client's personnel and such other tasks as mutually agreed in writing.

PAYMENT TERMS

One-time payment upon invoice

Monthly installments — Monthly amount:

Milestone payments — Describe milestones:

The Service Provider shall submit invoices in accordance with the agreed payment schedule. Client shall pay each undisputed invoice within days of receipt. All payments shall be made in lawful currency and are exclusive of taxes unless otherwise required by law; the Client shall be responsible for applicable taxes except taxes on the Service Provider's income.

Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, the Service Provider may suspend performance if Client fails to cure any payment default within days after receipt of written notice. Late fee (flat):

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: . Unless earlier terminated as provided herein, this Agreement shall continue in effect until the completion of the Services or the Term Expiration Date, whichever occurs first.

Either Party may terminate this Agreement for convenience upon written notice to the other Party given at least days prior to the effective date of termination. Either Party may terminate for material breach if the breaching Party fails to cure the breach within days after written notice specifying the breach. Termination shall not relieve the Client of its obligation to pay for Services performed and expenses incurred prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a Party (the Disclosing Party) to the other Party (the Receiving Party) whether disclosed orally, visually or in writing, 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 does not include information that: (a) is or becomes generally known to the public other than as a result of a breach of this Agreement by the Receiving Party; (b) was in the Receiving Party's possession prior to receipt from the Disclosing Party without an obligation of confidentiality; (c) is rightfully received from a third party without restriction and without breach of these confidentiality obligations; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) 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; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations in this Section shall survive termination for a period of years.

CUT THROUGH PAYMENT ARRANGEMENTS

If payment cut through is to be effected (payment directed to a designated third party or beneficiary), the Parties shall document the designated payee and conditions for such payment in writing. The Client authorizes, to the extent permitted by law and agreed by the Parties, the Service Provider to direct payments to Designated Payee Name: and Designated Payee Account Reference: when the Service Provider certifies that applicable conditions for such payment have been satisfied.

The Client acknowledges that the Service Provider may require satisfactory documentation prior to effecting a cut through payment and that the Service Provider shall have no liability for any amounts paid in reliance on, or as a result of, fraudulent or forged instructions that appear to be valid.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's gross negligence, willful misconduct or material breach of this Agreement. Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality, neither Party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of each Party for claims arising under this Agreement shall not exceed the total fees paid by the Client to the Service Provider under this Agreement during the twelve (12) month period 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 conflict of law rules. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, including any attachments or written amendments signed by both Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any modification to this Agreement must be made in writing and signed by both Parties.

MISCELLANEOUS

Relationship of the Parties: The Service Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture or employment relationship. Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except to a successor in interest in connection with a merger or sale of substantially all of a Party's assets.

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