Business Services RRF-1

BUSINESS SERVICES RRF-1

Client Name:   Service Provider Name:

Effective Date:   Reference No.:

RECITALS

WHEREAS, Client desires to retain Service Provider to perform business services described in this Agreement and Service Provider represents that it has the expertise, personnel, and resources necessary to perform such services in accordance with the terms herein;

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will perform services for Client, including scope, payment, confidentiality, and termination provisions;

WHEREAS, the Parties agree that the obligations, representations, and warranties contained in this Agreement are material and form the basis of the bargain between the Parties.

SCOPE OF WORK

Service Provider shall perform the services described below, deliverables and milestones as applicable, and shall perform such services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider in accordance with the following terms. All fees are exclusive of applicable taxes unless otherwise stated. Service Provider's invoices shall itemize services, hours, rates, and expenses.

Late payments shall incur interest at the rate of % per month or the maximum rate permitted by law, whichever is less. Service Provider may suspend performance if invoices are delinquent more than days after receipt of invoice.

TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated as provided below, shall continue until .

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 material breach if such breach remains uncured for 15 days after written notice, or immediately upon insolvency or assignment for the benefit of creditors.

CONFIDENTIALITY

"Confidential Information" means all nonpublic information disclosed by one Party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Each Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully in the receiving Party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. Upon termination, receiving Party shall return or destroy Confidential Information as directed by the disclosing Party. Confidentiality obligations survive termination for a period of years.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The Parties agree that equitable relief, including injunctive relief, is an appropriate remedy for breaches of confidentiality or other material obligations, and such remedy shall be available in addition to any other remedies at law or in equity.

INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any and all third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's gross negligence or willful misconduct in performing its obligations under this Agreement.

NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or such other address as a Party may designate in writing.

MISCELLANEOUS

Entire Agreement: This Agreement, including all schedules and attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written. Any amendment must be in writing and signed by authorized representatives of both Parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any provision shall not constitute a waiver of any other provision.

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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