Business Support Document

BUSINESS SUPPORT DOCUMENT

Parties and Effective Date

This Business Support Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: , having its principal place of business at

and Service Provider Name: , having its principal place of business at

Recitals

WHEREAS, Client requires business support services consisting of advisory, technical, administrative, or operational assistance as further described below; and

WHEREAS, Service Provider represents that it has the professional expertise, personnel, and resources necessary to perform the services and is willing to provide such services under the terms and conditions set forth in this Agreement; and

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

Scope of Work

Service Provider will perform the services described below (the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices will be issued by Service Provider and are due within days of invoice date. Payment shall be made to the remittance address specified on the invoice.

Overdue amounts shall bear interest at the lesser of (a) per month or (b) the maximum rate permitted by law. In addition, Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may also terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by either party to the other, whether disclosed orally, visually, or in writing, 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 does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was known to the receiving party at the time of disclosure without an obligation of confidentiality; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Each party agrees to (i) use Confidential Information solely for the purposes of performing under this Agreement, (ii) restrict disclosure of Confidential Information to those of its employees, contractors, and agents who have a need to know for such purposes and who are bound by confidentiality obligations no less protective than those set forth herein, and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care.

The obligations with respect to Confidential Information shall survive termination or expiration of this Agreement for a period of years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Indemnification and Limitation of Liability

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents (the "Indemnitees") from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) the Indemnitor's gross negligence or willful misconduct, or (b) the Indemnitor's breach of its representations, warranties or obligations under this Agreement.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Independent Contractor

Service Provider is an independent contractor and not an employee, joint venturer, or partner of Client. Service Provider shall be responsible for all taxes, withholdings, and other statutory, regulatory or contractual obligations of an employer or contractor.

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.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, 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 written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice in accordance with this Section.

Additional Provisions

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