Business Services Operations Agreement

BUSINESS SERVICES OPERATIONS AGREEMENT

This Business Services Operations Agreement (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: (hereinafter "Service Provider") and Client Name: (hereinafter "Client"). Service Provider and Client are each a "Party" and collectively the "Parties."

RECITALS (WHEREAS)

WHEREAS, Service Provider is engaged in the business of providing operational, administrative, and technical services related to business operations and has represented that it possesses the personnel, expertise, and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform certain operations and business support services under the terms and conditions set forth herein, and Service Provider is willing to perform such services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

SCOPE OF WORK

Service Provider shall provide the services and deliverables described below (collectively, the "Services"). Service Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards and the schedule agreed by the Parties.

PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider in accordance with the terms set forth below. All amounts are payable in U.S. dollars unless otherwise specified.

Unless otherwise agreed in writing, Service Provider shall invoice Client for fees and expenses in accordance with the payment schedule; invoices are due and payable within thirty (30) days of receipt. Reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with performing the Services shall be reimbursed by Client upon receipt of supporting documentation.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect through End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon written notice to the other Party at least days prior to the effective termination date. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination, together with any unpaid fees for accepted deliverables.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial, and operational information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in whatever form, whether oral, written, or electronic. Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (ii) is rightfully received by the Receiving Party from a third party without restriction; (iii) is independently developed without use of or reference to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by applicable law or valid court order, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any lawful effort to limit or contest such disclosure.

The Receiving Party shall (a) use Confidential Information solely for the purpose of performing this Agreement; (b) 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; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who need access to such information to perform the Services and who are bound by confidentiality obligations no less protective than those contained herein.

The Receiving Party acknowledges that monetary damages may be inadequate to compensate the Disclosing Party for breach of this section and that the Disclosing Party shall be entitled to seek injunctive and other equitable relief without waiving any other remedies available at law or in equity.

INTELLECTUAL PROPERTY; WORK PRODUCT

Unless otherwise agreed in writing, all work product and deliverables specifically created by Service Provider for Client pursuant to this Agreement ("Work Product") shall be deemed a "work made for hire" for Client. To the extent any Work Product is not a work made for hire, Service Provider hereby assigns to Client all right, title and interest in and to such Work Product, subject to Client's payment of all amounts due. Notwithstanding the foregoing, Service Provider shall retain ownership of its pre-existing intellectual property, methodologies, tools, templates, and general know-how, and Service Provider hereby grants Client a non-exclusive, non-transferable license to use such pre-existing materials solely for Client's internal use in connection with the Work Product.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors and employees from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's gross negligence, willful misconduct or material breach of this Agreement.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, LOSS OF PROFITS, OR LOSS OF BUSINESS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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 use good faith efforts to resolve disputes arising under this Agreement through negotiation. If the Parties cannot resolve a dispute by negotiation within thirty (30) days, the Parties agree to submit the dispute to binding arbitration in accordance with the commercial arbitration rules agreed by the Parties, except that either Party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm.

MISCELLANEOUS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the Parties' original intent.

Amendment: This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or addenda executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

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