Business Services USLI

BUSINESS SERVICES AGREEMENT — USLI

This Business Services Agreement (the Agreement) is entered into as of by and between (Provider) and (Client).

Parties and Contact Information

Recitals

WHEREAS, Provider is engaged in the business of providing specialized business services to commercial clients, including but not limited to insurance program administration, risk management support, and related consulting services;

WHEREAS, Client desires to engage Provider to perform certain services in accordance with the terms and conditions set forth herein, and Provider is willing to provide such services on the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

1. Scope of Work

Provider shall perform the services described below and in any attachments or statements of work executed by the parties. Provider will perform the services with commercially reasonable skill and care and in accordance with industry standards.

2. Payment Terms

Client shall pay Provider for the services the fees set forth below. Except as otherwise agreed in writing, fees are exclusive of applicable taxes and reimbursable expenses.

Invoices shall be due and payable within days of the invoice date. Late payments shall accrue interest at the lesser of (i) per month, or (ii) the maximum rate permitted by applicable law. Client agrees to pay all reasonable costs of collection, including attorneys' fees.

Reimbursable expenses: Provider may invoice for pre-approved, documented out-of-pocket expenses. Reimbursement is due per invoice terms above.

Accepted payment methods: Bank transfer Check Credit card

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party (Discloser) to the other party (Recipient) in connection with this Agreement, 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. Confidential Information includes, without limitation, business plans, pricing, customer lists, technical data and proprietary systems.

Recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information to any third party except to Recipient's employees, agents or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein; and (c) use Confidential Information solely to perform its obligations or exercise rights under this Agreement.

Confidentiality obligations do not apply to information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by Recipient; (ii) was lawfully in Recipient's possession prior to receipt from Discloser; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent compelled by law or order of a court or governmental authority, provided that Recipient gives prompt written notice to Discloser and reasonably cooperates with Discloser, at Discloser's expense, in seeking protective relief.

5. Limitation of Liability and Indemnification

Except for damages arising from willful misconduct, gross negligence, or a breach of confidentiality or indemnification obligations, neither party shall be liable to the other for incidental, consequential, punitive or special damages, even if advised of the possibility of such damages. The aggregate liability of each party for claims arising out of or related to this Agreement shall not exceed the total fees paid to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Provider shall indemnify and hold harmless Client from and against claims, losses and liabilities resulting from Provider's breach of this Agreement or Provider's willful misconduct or negligence in performing the services. Client shall indemnify and hold harmless Provider for claims resulting from Client's misuse of deliverables or breach of payment obligations.

6. Independent Contractor

Provider is an independent contractor and not an employee, agent, joint venturer or partner of Client. Provider shall be solely responsible for all taxes, withholdings, benefits and other obligations owed in connection with Provider's personnel.

7. 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 rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in for resolution of disputes arising out of this Agreement.

8. Entire Agreement; Amendments

This Agreement, including all schedules, exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

9. Miscellaneous

Notices under this Agreement shall be in writing and delivered to the contact information set forth above. If any provision of this Agreement is held unenforceable, the remainder of the Agreement will remain in full force and effect. The rights and remedies provided in this Agreement are cumulative and not exclusive.

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