Business Support Agreement

BUSINESS SUPPORT AGREEMENT

This Business Support Agreement ("Agreement") is entered into as of Effective Date: by and between Support Provider: with principal place of business at , and Client Name: with principal place of business at .

RECITALS

WHEREAS, Support Provider is engaged in the business of providing technical, operational, and administrative support services described herein; and

WHEREAS, Client desires to retain Support Provider to provide such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. SCOPE OF WORK

Support Provider shall provide business support services including, but not limited to, technical assistance, system monitoring, help-desk services, administrative support, and process optimization as set forth below. Support Provider will perform the services in a professional manner consistent with industry standards.

2. PAYMENT TERMS

Client shall pay Support Provider the fees set forth below in consideration for the services rendered. All payments are due in United States Dollars unless otherwise agreed in writing.

Any undisputed amount not paid within days of invoice due date shall incur a late fee of on the outstanding balance, plus all reasonable costs of collection, including attorneys' fees.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breach is not cured within 15 days of written notice of such breach.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party relating to its business, operations, trade secrets, financial information, customer data, or other proprietary matters. Each party shall: (a) use Confidential Information only 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 not 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 are bound by confidentiality obligations no less restrictive than those in this Agreement.

Confidentiality obligations shall not apply to information that: (i) was in the public domain at the time of disclosure; (ii) becomes public through no fault of the receiving party; (iii) was rightfully in the receiving party's possession prior to disclosure; or (iv) is required to be disclosed by law, provided prompt notice is given and disclosure is limited to the extent required.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all pre-existing intellectual property shall remain the property of the party that owned such intellectual property prior to this Agreement. Work product developed specifically for Client under this Agreement shall be owned by Client upon full payment for services, except for Support Provider's tools, templates, and methodologies, which shall remain the sole property of Support Provider and are licensed to Client on a non-exclusive, non-transferable basis.

6. LIMITATION OF LIABILITY AND INDEMNIFICATION

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Each party agrees to indemnify and hold harmless the other from third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

7. INDEPENDENT CONTRACTOR

Support Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee, or agency relationship between the parties. Support Provider shall be responsible for all taxes and benefits for its personnel.

8. NOTICES

All notices under this Agreement must be in writing and delivered to the addresses below by certified mail, overnight courier, or email to an authorized representative. Notice is effective upon receipt.

9. 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.

10. ENTIRE AGREEMENT

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

11. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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