Business Services LTO Agreement

Business Services LTO Agreement

Parties

This Limited-Term Operations Agreement ("Agreement") is entered into as of by and between:

Recitals

WHEREAS, the Client operates the business and assets described in Exhibit A and desires to retain the Service Provider to perform limited-term operations and management services for the Client's business on the terms set forth in this Agreement; and

WHEREAS, the Service Provider represents that it has the experience, personnel, and capability to provide the services described in this Agreement and agrees to perform those services in a professional manner and in accordance with applicable laws and industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will perform limited-term operational services for the Client for a defined period.

Scope of Work

The Service Provider shall perform the services described below. The parties may attach an exhibit or statement of work specifying deliverables, milestones, performance standards, and staffing. The Service Provider shall provide services in accordance with the specifications and schedule set forth herein.

Payment Terms

In consideration for the Services, the Client shall pay the Service Provider as set forth below. Unless otherwise stated, all amounts are in U.S. dollars and exclusive of taxes.

If any undisputed amount owed by the Client is not paid within days after the due date, interest shall accrue at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law. In addition, the Client shall be responsible for reasonable collection costs and attorneys' fees incurred by the Service Provider to collect overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within 15 days after receipt of written notice enumerating the breach. Termination does not relieve the Client of the obligation to pay for Services performed prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to 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 includes, without limitation, business plans, financial information, customer lists, pricing, trade secrets, software, and operational procedures.

The receiving party shall: (a) 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; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information does not include 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 and without breach of an obligation to the disclosing party; or (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy all Confidential Information of the disclosing party and certify in writing that it has done so, except to the extent retention is required by law or for archival backup in accordance with the receiving party's document retention policies. The confidentiality obligations under this section shall survive termination or expiration of this Agreement for a period of three (3) years, or for trade secrets, for so long as the information remains a trade secret under applicable law.

Indemnification and Liability

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

Notices

All notices, consents, requests, and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice). Notice shall be effective upon receipt.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to its conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall first be submitted to good faith negotiation between senior representatives of the parties. If the dispute is not resolved within 30 days, the parties may pursue any available remedies in the courts located in the chosen jurisdiction.

Entire Agreement; Amendments

This Agreement, together with any exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. No failure or delay by either party in exercising any right shall operate as a waiver of that right. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship.

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