Business Services RODER

Business Services RODER

Recitals

WHEREAS, Service Provider: is engaged in the business of providing business services and has the skills, personnel, and resources necessary to perform the services described herein; and

WHEREAS, Client: desires to retain Service Provider to perform certain services under the terms and conditions set forth in this Business Services RODER; and

WHEREAS, the parties wish to set forth the terms, scope, payment, confidentiality, and other provisions governing the provision of such services.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows. Effective Date:

Identification of Parties

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The parties agree that the scope may be amended only by a written change order signed by both parties.

Payment Terms

Client shall pay Service Provider the compensation set forth below in consideration for the services. All fees are exclusive of applicable taxes unless expressly stated otherwise.

Any undisputed past due amount shall accrue a late fee of and/or a flat fee of for each late invoice. Service Provider may suspend performance for nonpayment after delivering written notice and a fifteen (15) day cure period.

Term and Termination

This Agreement shall commence on Effective Date specified above and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client will pay Service Provider for all services performed and reasonable documented expenses incurred through the date of termination. Sections that by their nature survive termination shall remain in effect, including confidentiality, payment, indemnification, and governing law.

Confidentiality

Each party shall hold in confidence all nonpublic information disclosed by the other party and designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a breach of this Agreement; (b) was known to the receiving party prior to disclosure by the disclosing party; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall not use Confidential Information except to perform its obligations under this Agreement and shall 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 a reasonable degree of care. The obligations in this section shall survive termination for a period of years.

Insurance and Indemnity

Service Provider shall maintain commercial general liability insurance and professional liability insurance as appropriate to the services. Service Provider shall indemnify and hold harmless Client from and against third-party claims arising from Service Provider's gross negligence or willful misconduct in the performance of services. The indemnifying party's obligations are conditioned on prompt written notice of claims and cooperation in defense.

Limitation of Liability

Except for liability arising from breach of confidentiality, willful misconduct, or gross negligence, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Each party's aggregate liability for direct damages arising out of this Agreement shall not exceed the total amounts paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the claim.

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 disputes arising under this Agreement.

Entire Agreement

This Agreement, together with any written change orders executed 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, negotiations, and communications, whether oral or written. No amendment or waiver shall be effective unless in a written instrument signed by both parties.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures or transmission of executed signature pages by electronic means shall be binding and have the same force and effect as original signatures.

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