Business Support & Management Agreement

BUSINESS SUPPORT & MANAGEMENT AGREEMENT

This Business Support & Management Agreement (the Agreement) is entered into as of by and between Client Name: , with principal address (Client), and Manager Name: , with principal address (Manager).

RECITALS

WHEREAS, Client operates a business and requires professional business support and management services to assist with operations, strategic planning, financial oversight, and vendor coordination; and

WHEREAS, Manager represents that it has the experience, personnel, and capacity to provide such services and is willing to provide those services to Client on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of services and the management relationship.

SCOPE OF WORK

Manager shall perform business support and management services for Client, which may include operational oversight, financial management, budgeting, vendor management, human resources support, project coordination, and such other consulting and administrative tasks as agreed in writing by the parties. Specific duties, deliverables, timelines, and performance standards are as follows:

PAYMENT TERMS

Client shall pay Manager for the services described herein in accordance with the following fees and schedule. Fees payable to Manager are exclusive of applicable taxes unless otherwise specified.

Any undisputed amount not received by Manager within days of the due date shall accrue a late fee of per month, compounded monthly, or the maximum amount permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated as provided herein, continues until the End Date.

Start Date:     End Date:

Either party may terminate this Agreement for any reason upon providing the other party with at least days' prior written notice. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice of breach. Termination shall not relieve Client of the obligation to pay for services rendered and reimbursable expenses incurred through the effective date of termination, nor relieve Manager of confidentiality and post-termination obligations set forth herein.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means all nonpublic information disclosed by either party to the other, whether disclosed orally, in writing, or by inspection of tangible items, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the receiving party prior to disclosure; (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 Confidential Information.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to employees, contractors, or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) exercise reasonable care to protect Confidential Information from unauthorized disclosure. The obligations in this section shall continue for a period of years following termination or expiration of this Agreement, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

INDEPENDENT CONTRACTOR; ASSIGNMENT; SUBCONTRACTING

Manager is an independent contractor and not an employee, partner, or joint venturer of Client. Manager shall be solely responsible for determining the means and methods of performing the services, for payment of federal, state and local taxes on compensation paid to Manager, and for compliance with applicable labor and employment laws. Manager may engage subcontractors as reasonably necessary to perform services, provided Manager remains responsible for the acts and omissions of such subcontractors.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party (Indemnifying Party) shall indemnify, defend, and hold harmless the other party (Indemnified Party) from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's gross negligence or willful misconduct in performing its obligations under this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR FOR A BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO MANAGER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; DISPUTE RESOLUTION

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. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute cannot be resolved within forty-five (45) days, the parties may pursue any available legal or equitable remedies in the courts located in the selected governing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments, exhibits, and written statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, 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.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Client may assign to an affiliate or successor in connection with a merger or sale of substantially all assets. Notices 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 in writing.

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