Business Services ORMC

BUSINESS SERVICES ORMC

This Business Services Agreement ("Agreement") is made and entered into as of by and between Service Provider Name: with a principal place of business at and Client Name: with a principal place of business at .

Recitals

WHEREAS, Service Provider possesses specialized expertise and resources related to business operations, management consulting, and related services described herein; and

WHEREAS, Client desires to engage Service Provider to perform certain services for the benefit of Client, and Service Provider is willing to perform such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

Scope of Work

Service Provider shall provide business services to Client as set forth below. The services will be performed in a professional, workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the services provided by Service Provider, Client shall pay the fees and charges described below in accordance with the schedule set forth in this section.

Amounts not paid within the period specified in an applicable invoice shall accrue interest or late fees as set forth above and the Client shall be responsible for all collection costs and reasonable attorneys' fees incurred by Service Provider to collect overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered 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 provision of this Agreement and fails to cure such breach within 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 amounts due under any non-cancellable obligations reasonably incurred by Service Provider in connection with performing the services.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other party in connection with this Agreement, 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.

Each party agrees to (a) hold Confidential Information of the other party in strict confidence, (b) use such Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose such Confidential Information to any third party except to employees, agents or subcontractors who have a legitimate 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 publicly available without breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

Notices

Relationship of the Parties

Service Provider is an independent contractor and nothing in this Agreement shall be deemed to create an employer-employee, joint venture, partnership or agency relationship between the parties. Service Provider shall be solely responsible for all taxes, withholdings and other statutory obligations of an employer or contractor.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising out of or related to this Agreement.

Indemnification

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, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement or its negligent or willful acts or omissions in performing its obligations under this Agreement.

Entire Agreement

This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

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