Business Services RJOA

BUSINESS SERVICES RJOA

This Business Services Reciprocal Joint Operating Agreement ("Agreement") is entered into by and between Client Name: with primary address: , and Service Provider Name: with primary address: .

Recitals

WHEREAS, Client Name provides business services and expertise as described herein and desires to engage Service Provider Name to perform specified services on the terms set forth in this Agreement;

WHEREAS, Service Provider Name represents that it possesses the necessary skills, personnel, resources and licenses to perform such services and agrees to perform services under the terms and conditions of this Agreement;

WHEREAS, the parties intend by this Agreement to allocate responsibilities, payment terms, confidentiality obligations and dispute resolution procedures applicable to the joint provision of business services;

Scope of Work

The Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The parties agree the services shall include, but are not limited to, the activities set forth in the Scope of Work field:

Payment Terms

Client shall pay Service Provider the compensation described below in consideration for services rendered. All amounts are payable in United States dollars unless otherwise agreed in writing.

Service Provider will submit invoices to Client. Payment is due within days of receipt of a proper invoice. Disputed amounts must be notified in writing within days of invoice receipt.

Past due amounts shall incur a late fee of on the outstanding balance, and interest shall accrue at the lesser of the legal maximum rate or .

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided below.

Start Date:     End Date:

Either party may terminate for material breach if the breaching party fails to cure such breach within the notice period specified above. Either party may terminate for convenience upon providing the required notice. Termination does not relieve Client of payment obligations for services performed prior to termination.

Confidentiality

"Confidential Information" means all non-public business, technical, financial and operational information disclosed by a party to the other marked or reasonably understood to be confidential. Each receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to third parties except to employees and contractors with a need to know who are bound by similar obligations, and (c) use it only to perform obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement, independently developed without use of Confidential Information, or rightfully received from a third party without restriction.

The confidentiality obligations shall survive termination of this Agreement for from the date of disclosure, except for trade secrets which shall remain protected for so long as they retain trade secret status under applicable law.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth above or to such other address as either party may designate by notice. Notices shall be deemed given upon personal delivery, two business days after deposit with a nationally recognized overnight carrier, or five business days after deposit in the U.S. mail, postage prepaid.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflicts of law principles. The parties agree to attempt to resolve disputes in good faith by negotiation. If unresolved, disputes shall be submitted to binding arbitration in the designated state under commercial arbitration rules.

Limitation of Liability

Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the amounts actually paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Entire Agreement; Amendments

This Agreement, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Additional Provisions

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. Each party shall comply with applicable laws and regulations in performing its obligations under this Agreement.

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