Business Services Prudential Template

BUSINESS SERVICES PRUDENTIAL TEMPLATE

This Business Services Agreement (the Agreement) is entered into as of between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider Name: is engaged in the business of providing professional business services, including but not limited to advisory, compliance review, and risk mitigation; and

WHEREAS, Client Name: wishes to retain Service Provider to perform certain services described herein and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that all services be performed in a prudent manner consistent with applicable professional standards and regulatory requirements and that confidential information be safeguarded as provided in this Agreement.

SCOPE OF SERVICES

Service Provider shall perform the services described above (the Services) with the skill, care, and diligence ordinarily exercised by prudent firms providing similar services. Service Provider shall comply with all applicable laws, regulations, and professional standards in the performance of the Services.

PAYMENT TERMS

Unless otherwise agreed in writing, Service Provider shall submit invoices in accordance with the payment schedule above. Client shall pay undisputed invoices within days of receipt. All amounts are payable in lawful currency and are exclusive of taxes unless otherwise stated.

If any undisputed amount remains unpaid after the due date, Service Provider may charge interest at the rate specified above or, if no rate is specified, the maximum rate permitted by law. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

TERM AND TERMINATION

Commencement Date: .

Termination Date: or upon earlier termination as provided below.

Either party may terminate this Agreement for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within the notice period specified above. Client shall pay for Services performed and expenses incurred through the effective date of termination. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving Party shall (i) use Confidential Information solely for the purpose of performing obligations under this Agreement; (ii) restrict disclosure to its employees, affiliates, contractors, and advisors who have a need to know and who are bound by obligations of confidentiality at least as protective as those contained herein; and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly known through no wrongful act of Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law, provided Receiving Party gives prompt written notice to Disclosing Party and cooperates in any lawful effort to limit disclosure.

Return or Destruction: Upon Disclosing Party's written request, Receiving Party shall promptly return or destroy all materials containing Confidential Information and certify in writing that it has complied with this obligation, except that Receiving Party may retain one archival copy as required for compliance and governance purposes.

Remedies: The parties acknowledge that monetary damages may be an insufficient remedy for breach of this Section and that the Disclosing Party shall be entitled to seek injunctive or equitable relief in addition to other remedies.

LIMITATION OF LIABILITY

Except for liability resulting from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and liability for direct damages shall be limited to the total fees paid by Client to Service Provider under this Agreement in the 12 months preceding the event giving rise to the claim.

NOTICES

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes, subject to any mandatory jurisdictional rules.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written amendments signed by both parties, 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 oral or written. No amendment or modification shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its business.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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