Business Support Contract

BUSINESS SUPPORT CONTRACT

RECITALS

This Business Support Contract is entered into effective as of (Effective Date) between:

Client Name: , a business organized at

Provider Name: , a business organized at

WHEREAS, Client desires to obtain certain business support services from Provider, and Provider has the expertise and capacity to provide such services under the terms set forth in this Contract; and

WHEREAS, the parties intend the Provider to perform the services described below and to receive payment in accordance with the Payment Terms; now, therefore, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Provider will perform business support services including, but not limited to, administrative support, client relationship management, operational process improvement, and other tasks reasonably related to the services described below. Detailed description:

PAYMENT TERMS

Service Fee (total or recurring):

Provider will invoice Client as follows (check applicable):

Monthly invoicing on the last business day of the month Invoice upon completion of stated milestones Retainer invoicing: recurring prepayment

Payment is due within days of invoice date. Late payments will incur a late fee equal to the greater of % per month or USD, assessed monthly until paid.

All fees are exclusive of taxes, duties or charges of any kind, which will be borne by Client unless Client provides valid certificates of exemption. Provider will maintain reasonable records of hours and expenses and will provide supporting documentation upon request.

TERM AND TERMINATION

Term: This Contract commences on and, unless earlier terminated in accordance with this Section, continues until .

Either party may terminate this Contract for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach remains uncured for days after written notice specifying the breach.

Upon termination, Provider will cease performance and Client will pay Provider for all work performed and reasonable costs incurred through the effective date of termination. Sections that by their nature survive termination, including Confidentiality and Governing Law, shall survive.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical, financial or operational information disclosed by one party to the other, whether disclosed orally, visually, or in writing, and designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligation: Receiving party shall maintain Confidential Information in strict confidence, shall not use it except to perform under this Contract, and shall not disclose it to third parties except to its employees, agents or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available through no wrongful act of receiving party, (ii) is lawfully received from a third party without restriction, (iii) is independently developed without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law or court order, provided the disclosing party is given prompt notice and an opportunity to seek protective relief.

Duration of Confidentiality: The obligations set forth in this Section shall remain in effect for years following termination or expiration of this Contract.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, neither party will be liable for incidental, consequential, special or punitive damages. Provider's aggregate liability for all claims arising under this Contract shall not exceed the total fees paid by Client to Provider under this Contract in the twelve (12) months preceding the event giving rise to liability.

GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. Exclusive venue for disputes will be the state or federal courts located in that state.

ENTIRE AGREEMENT

This Contract, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior proposals, negotiations and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Contract shall be in writing and delivered to the addresses below by hand, certified mail, or nationally recognized courier and will be effective upon receipt.

CONTACT INFORMATION

MISCELLANEOUS

Assignment: Neither party may assign this Contract without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Independent Contractor: Provider is an independent contractor and nothing in this Contract shall be construed to create an employer-employee, partnership, agency or joint venture relationship.

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