Business Services TMC Agreement

BUSINESS SERVICES TMC AGREEMENT

This Business Services TMC Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business services relating to travel management, corporate booking, vendor reconciliation, and related advisory services (collectively, the "Services"); and

WHEREAS, Service Provider represents that it has the experience, personnel, systems, and resources necessary to provide the Services on the terms set forth in this Agreement; and

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

SCOPE OF WORK

Service Provider shall perform the Services described below in accordance with the standards and timeframes set forth in this Agreement.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth below in consideration for the Services. All fees are exclusive of taxes unless otherwise stated; Client is responsible for any applicable sales, use, or withholding taxes.

Late payments shall accrue interest and fees as set forth below.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for cause upon material breach if such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the nature of the breach.

Upon termination, Service Provider shall cease performance of the Services and shall deliver to Client all work product completed up to the termination date; Client shall pay Service Provider for all Services performed and reasonable costs incurred up to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public 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 given the nature of the information and the circumstances of disclosure.

Each party agrees (i) to hold the other party's Confidential Information in strict confidence, (ii) not to use Confidential Information for any purpose other than to perform obligations under this Agreement, and (iii) not to disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential Information shall not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was known by the receiving party prior to disclosure by the disclosing party; or (c) is rightfully obtained from a third party without restriction. If a party is required by law or valid order of a court or other governmental authority to disclose Confidential Information, it shall provide prompt notice to the disclosing party and cooperate to seek confidential treatment or other protective relief.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants Client a nonexclusive, perpetual, royalty-free license to use deliverables provided under this Agreement solely for Client's internal business purposes. Service Provider retains ownership of its pre-existing materials, tools, methodologies, and know-how. To the extent deliverables incorporate pre-existing materials of Service Provider, Service Provider grants Client a license to the extent necessary for Client's permitted use.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall defend and indemnify the other party from third-party claims arising out of the indemnifying party's negligence or willful misconduct in the performance of its obligations under this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT FOR 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 its conflicts of law principles. Any dispute arising under or relating to this Agreement shall be resolved in the state or federal courts located within that state, and the parties hereby submit to the exclusive jurisdiction of those courts.

MISCELLANEOUS

Entire Agreement: This Agreement, including any attachments and schedules executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

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

Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing, and shall be deemed given upon personal delivery, confirmed electronic transmission, or three (3) business days after deposit with a nationally recognized overnight courier.

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