Business Services O-L

Business Services O-L

This Business Services Agreement (the "Agreement") is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing business operations, advisory and related services, including consulting, implementation and support in connection with business process improvement and operational delivery (the "Services");

WHEREAS, Client desires to engage Service Provider, and Service Provider is willing to provide such Services to Client, on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality and other terms that will govern their relationship with respect to the Services.

Scope of Work

Service Provider will perform the Services described below. The Services shall include the tasks, deliverables, timelines and acceptance criteria set forth in the Scope of Work. Any changes to the Scope of Work must be made in writing and signed by authorized representatives of both parties.

Payment Terms

Client shall pay Service Provider the fees for Services as set forth below. Unless otherwise agreed in writing, the fee structure and schedule are:

Payment schedule (select applicable option(s) and provide details):

Invoices are payable within days of receipt. Late payments shall accrue interest at the lesser of (a) percent per month, or (b) the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs and attorney fees incurred in enforcing payment.

Term and Termination

The term of this Agreement begins on and continues 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 material breach that remains uncured for a period of thirty (30) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other party, whether disclosed orally, in writing, or by inspection of tangible objects, that is marked or otherwise identified 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, technical data and trade secrets.

The receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those of its personnel and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach by the receiving party; (ii) was known to the receiving party prior to disclosure by the disclosing party; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The obligations in this Confidentiality section shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall survive for as long as such information qualifies as a trade secret under applicable law.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement by negotiation between senior executives. If the dispute is not resolved within thirty (30) days of written notice, either party may pursue any remedy available at law or in equity in the appropriate state or federal court located in the specified governing state.

Entire Agreement; Miscellaneous

This Agreement, including any scopes of work or exhibits 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, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger, sale of substantially all of its assets or similar transaction. Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture or employer-employee relationship. Each party shall indemnify, defend and hold harmless the other from third-party claims arising from its breach of this Agreement or its gross negligence or willful misconduct.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. Notices shall be deemed given upon personal delivery, upon confirmed delivery by commercial overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

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