Business Support Template

BUSINESS SUPPORT AGREEMENT

This Business Support Agreement ("Agreement") is made effective as of by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

WHEREAS

WHEREAS, Client desires to engage Provider to perform business support services described herein to assist Client with operational, administrative, marketing, and/or advisory functions; and

WHEREAS, Provider has the expertise, personnel, and resources necessary to provide such services and is willing to perform the services under the terms and conditions of this Agreement.

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

1. Scope of Work

Provider shall perform business support services for Client as described below. The description of services, deliverables, milestones, and performance standards shall be as follows:

Any material changes to the scope, including additions or deletions of deliverables, shall be documented in a written change order signed by authorized representatives of both parties and shall specify any adjustments to fees or schedule.

2. Payment Terms

Client shall pay Provider for services rendered in accordance with the following fee schedule and terms:

Unless otherwise agreed in writing, invoices are due within days of invoice date. Client shall be responsible for reasonable costs of collection, including attorneys' fees, for past-due amounts.

3. Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within 15 days after receipt of written notice identifying the breach.

Upon termination, Provider shall deliver all work in progress and Client shall pay Provider for all services performed and reasonable expenses incurred through the effective date of termination.

4. Confidentiality

"Confidential Information" means non-public business, technical, financial, or operational information disclosed by one party ("Discloser") to the other ("Recipient"), whether disclosed orally, in writing, or by inspection. Recipient shall (a) 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; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to Recipient's employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except to the extent that particular Confidential Information constitutes a trade secret under applicable law, in which case obligations shall continue for as long as such information remains a trade secret.

5. Intellectual Property

Unless otherwise agreed in writing, Provider retains ownership of all pre-existing tools, methodologies, software, and materials used to deliver services. Client is granted a limited, non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes. Any modifications, derivative works, or custom developments specifically commissioned and paid for by Client will be assigned to Client upon full payment, except to the extent Provider's pre-existing proprietary components are embedded, which Provider may license.

6. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's willful misconduct or gross negligence. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. 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.

8. Notices

All notices required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth above or to such other address as either party may designate by notice to the other.

9. Entire Agreement

This Agreement, including any attachments or written change orders executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

10. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of all or substantially all of its business.

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