Business Services Synchrony

BUSINESS SERVICES SYNCHRONY

This Business Services Synchrony Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: with principal address: , and Service Provider Name: with principal address: .

RECITALS

WHEREAS, the Service Provider is engaged in the business of providing professional services, systems integration, and coordination necessary to synchronize business operations, financial reconciliations, and other services described herein; and

WHEREAS, the Client desires to retain the Service Provider to perform such services under the terms and conditions set forth in this Agreement, and the Service Provider agrees to provide those services in accordance with the terms of this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Service Provider the Total Fee of USD for the services described in the Scope of Work. Payment shall be made in accordance with the schedule below.

Invoicing and Due Date: Service Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise stated on the invoice, all amounts are due within days of invoice date. Payments shall be made in United States Dollars unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of (or the maximum rate permitted by law, if less). Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the intended termination date. Termination shall not relieve the Client of payment obligations for services performed and expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Upon termination for cause by the Client, Service Provider shall deliver all work in progress and Client shall pay for work performed to the date of termination, subject to setoff for proven damages.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in any form 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, including business plans, financial data, customer lists, trade secrets, and any materials derived therefrom.

Obligations: Receiving Party shall (a) keep Confidential Information strictly confidential, (b) not use Confidential Information for any purpose other than performance of this Agreement, and (c) restrict disclosure to those employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Receiving Party shall exercise at least the same degree of care in protecting the Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions and Remedies: Confidential Information does not include information that is or becomes publicly available through no breach by Receiving Party, or that is rightfully received from a third party without restriction. In the event of an actual or threatened breach of this Section, Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies at law or in equity.

GOVERNING LAW; DISPUTE RESOLUTION

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 laws principles.

Dispute Resolution: The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If negotiation fails, the parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen governing law state, subject to mandatory jurisdictional limits and venue provisions.

ENTIRE AGREEMENT; MISCELLANEOUS

Entire Agreement: This Agreement, including all exhibits and appendices, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment shall be effective unless in writing and signed by both parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets without the other party's consent upon notice.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable for consequential, incidental, special, punitive or exemplary damages, and each party's aggregate liability for any claim arising out of this Agreement shall be limited to the fees actually paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

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