Business Umbrella Agreement

BUSINESS UMBRELLA AGREEMENT

This Business Umbrella Agreement (the Agreement) is entered into as of Effective Date: by and between:

Parties

WHEREAS

WHEREAS, Party A is engaged in the business of providing management, oversight, coordination and related services to commercial enterprises and offers umbrella contracting, administrative consolidation and program management services; and

WHEREAS, Party B desires to engage Party A to provide umbrella services as described herein in order to centralize certain business functions, allocate liabilities, and coordinate subcontractors and vendors under the terms and conditions set forth in this Agreement; and

WHEREAS, both parties intend that this Agreement establish the framework, payment terms, confidentiality, and governing law applicable to umbrella services provided by Party A to Party B.

Scope of Work

Party A shall provide umbrella services which may include centralized invoicing, contract administration, subcontractor engagement, risk management oversight, insurance coordination, reporting, and such other services as agreed in writing by the parties. Specific tasks, deliverables, performance standards and milestones shall be described below.

Payment Terms

In consideration for services rendered by Party A, Party B shall pay the fees set forth below in accordance with the schedule and conditions described herein.

Late payments shall accrue interest at the rate of % per month (or the highest rate permitted by law, if lower), following a grace period of days from the invoice due date. Party B is responsible for any collection costs and reasonable attorneys' fees incurred by Party A to collect past due amounts.

Term and Termination

The term of 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 without cause upon written notice to the other party given at least days prior to the effective date of termination.

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 specifying the nature of the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations.

Confidentiality

Each party (the Disclosing Party) may disclose Confidential Information to the other (the Receiving Party). "Confidential Information" means nonpublic information marked or otherwise identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, financial information, trade secrets, customer lists, and pricing.

The Receiving Party shall (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to employees, agents or permitted subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall not apply to information that is (i) publicly available through no fault of the Receiving Party; (ii) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; (iii) rightfully received from a third party without restriction; or (iv) required to be disclosed by law or valid order of a court or governmental authority, provided that the Receiving Party gives prompt written notice and cooperates with the Disclosing Party to seek a protective order or other appropriate remedy.

Indemnification and Insurance

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement.

Party A shall maintain, at its expense, commercial general liability insurance, professional liability (where applicable), and workers' compensation insurance in amounts customary and appropriate for the scope of services performed under this Agreement and shall provide certificates of insurance upon reasonable request.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation; if those efforts fail, the parties agree to submit the dispute to binding arbitration in accordance with the rules mutually agreed in writing and applicable arbitration law.

Assignment; Amendment; Severability

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Party A may assign to an affiliate or successor in interest in connection with a sale of substantially all of its business assets.

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement

This Agreement, including any schedules and written statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice. Notice is effective upon personal delivery, one business day after delivery to an overnight courier, or three business days after mailing by certified mail.

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