Business Services MRCC

Business Services MRCC

Parties

Client Name:    Address:

Service Provider Name:    Address:

Recitals

WHEREAS, Client requires certain business services and professional support relating to management, regulatory compliance, and consulting (the "Services"), and has selected Service Provider to perform such Services under the terms set forth herein;

WHEREAS, Service Provider represents that it has the necessary expertise, personnel, and resources to perform the Services in a competent, professional and timely manner and agrees to perform the Services in accordance with the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

Scope of Work

Service Provider shall provide Services described in the Detailed Scope and any work product resulting therefrom (collectively, the "Deliverables"). Service Provider will perform the Services in accordance with customary industry standards and the schedule set forth in this Agreement or in any written statement of work agreed by the parties.

Payment Terms

Monthly installments    By milestone    Upon completion

Invoices issued by Service Provider are payable within days of receipt unless otherwise agreed in writing. All payments shall be made in lawful currency and free of setoff or deduction.

Late payment shall accrue interest at the lesser of % per month or the maximum rate permitted by applicable law, and Client shall pay any costs of collection, including reasonable attorneys' fees.

Term and Termination

This Agreement commences on the Start Date: and, unless earlier terminated, shall continue until End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice of such breach, or immediately for insolvency or bankruptcy of the other party.

Upon termination, Client shall pay Service Provider for Services performed and Deliverables delivered through the effective date of termination and for any non-cancellable obligations properly incurred by Service Provider.

Confidentiality

"Confidential Information" means information disclosed by one party to the other 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 excludes information that is (i) publicly known through no fault of the recipient; (ii) rightfully received from a third party without restriction; (iii) independently developed without use of the disclosing party's Confidential Information; or (iv) required to be disclosed by law, provided the disclosing party is given prompt notice to seek protective relief.

Each party shall hold the other's Confidential Information in strict confidence, shall not disclose it to any third party except to employees, contractors or advisors with a need to know and subject to confidentiality obligations at least as protective as this Agreement, and shall not use Confidential Information except to perform its obligations under this Agreement. Upon termination, recipient shall return or destroy Confidential Information as requested by the disclosing party.

Insurance and Liability

Service Provider shall maintain general liability insurance and professional liability insurance in amounts customary in the industry. Except for liability arising from gross negligence or willful misconduct, each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Independent Contractor

Service Provider is an independent contractor and nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the parties. Service Provider is responsible for all taxes and benefits of its personnel.

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. Exclusive jurisdiction and venue for any dispute arising from this Agreement shall be the state or federal courts located within that state.

Entire Agreement

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

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by certified mail, or by nationally recognized overnight courier to the addresses set forth above or to such other address as either party designates in writing.

Execution

The parties acknowledge that they have read and understand this Agreement and that the individuals signing below are authorized to execute this Agreement on behalf of the parties.

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