Business Servicing Setup

BUSINESS SERVICING SETUP

RECITALS

WHEREAS, Client Name: (the "Client") requires business servicing setup and related operational onboarding services; and

WHEREAS, Service Provider Name: (the "Service Provider") has the experience, personnel, and systems necessary to perform the services described below; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows.

SCOPE OF WORK

The Service Provider shall perform the services described above in a professional manner consistent with industry standards. Services include setup of servicing workflows, configuration of client accounts, staff training as specified, and transition support for a period specified in Term and Termination.

PAYMENT TERMS

Invoices will be rendered in accordance with the Payment Schedule. Unless otherwise stated in an invoice, payments are due within days of invoice date. Any undisputed amount not paid when due shall accrue interest at a rate of % per month (or the maximum permitted by law, if lower). The Service Provider may also assess a fixed late fee of for invoices unpaid beyond days.

All fees are exclusive of taxes. Client shall be responsible for sales, use, value-added and other similar taxes arising from this Agreement, excluding taxes based on the Service Provider's net income.

TERM AND TERMINATION

Effective Date: . The initial term shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay for all services performed and expenses reasonably incurred through the effective date of termination. The Service Provider shall deliver to Client all work product completed up to the effective date, subject to payment in full.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party that is designated 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, client lists, pricing, processes, software configurations and business plans.

Each party agrees to (a) maintain the other party's Confidential Information in strict confidence; (b) use such information only to perform its obligations under this Agreement; and (c) not disclose such information to any third party except as required to perform the services or as required by law, provided that the receiving party uses commercially reasonable efforts to obtain confidential treatment.

Confidentiality obligations shall continue for years following termination or expiration of this Agreement. Exclusions include information that is or becomes publicly available other than by breach of this Agreement or that was independently developed without use of the Confidential Information.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Relationship of the Parties: The Service Provider is an independent contractor and nothing in this Agreement creates a partnership, joint venture or employer-employee relationship. The Service Provider is responsible for applicable employment taxes and benefits for its personnel.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to substantially all of the assigning party's business assets.

PARTY CONTACTS FOR NOTICES

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