Business Services NPTSA

Business Services NPTSA

This Business Services Non-Performing Third-Party Services Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client Name: desires to retain Service Provider to perform certain business services in accordance with the terms of this Agreement;

WHEREAS, Service Provider Name: represents that it has the experience, personnel and capacity to provide such services and may engage third parties to perform portions of the services as set forth herein;

WHEREAS, the parties intend that certain third-party performance shall be non-performing for the purpose of risk allocation and supervisory oversight as described in this Agreement and applicable exhibits;

SCOPE OF WORK

Provider shall perform the services and deliverables described below. The parties agree the following description constitutes the operative Scope of Work:

PAYMENT TERMS

Client shall pay Provider for the Scope of Work in accordance with the fee structure and schedule set forth below. All fees are exclusive of taxes and expenses unless otherwise stated.

If Client fails to make any undisputed payment when due, Provider may suspend services after ten (10) days' prior written notice and shall be entitled to recover all collection costs and interest at the rate specified above. Disputed amounts shall be raised in writing within ten (10) days of invoice receipt and the parties shall meet in good faith to resolve such dispute.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach, provided that material breaches related to confidentiality or misuse of confidential information may be subject to immediate injunctive relief. Termination shall not relieve Client of payment obligations for services performed and non-cancellable obligations incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is marked or identified as confidential or that, by its nature, should reasonably be considered confidential. Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use it solely for performance under this Agreement; and (c) restrict disclosure to employees, contractors or permitted third parties who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (i) is or becomes public through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is required to be disclosed by law or regulation, provided prompt notice is given when permissible.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Governing Law: without regard to conflict of laws principles. The parties shall attempt to resolve disputes promptly through good faith negotiation. If negotiation fails, the parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or statements of work executed hereunder, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral, relating to the subject matter hereof. No amendment shall be effective except by a written instrument signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect and the invalid or unenforceable provision shall be replaced by a mutually acceptable valid provision that comes closest to the parties' intent.

NOTICES

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