Business USLI Document

Business USLI Document

This Business USLI Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client engages Service Provider to perform certain business services related to USLI matters and desires to set forth the terms under which such services will be provided;

WHEREAS, Service Provider represents that it possesses the experience, capacity and qualifications to perform the services described herein and agrees to perform such services in accordance with the terms and conditions of this Agreement;

WHEREAS, the parties wish to document their understanding regarding scope, compensation, confidentiality and other material terms.

Scope of Work

Service Provider shall provide the services, deliverables and work product as described below. The parties agree that the scope may be amended only in writing and signed by authorized representatives of both parties.

Payment Terms

Client shall pay Service Provider the compensation set forth below in consideration for the services performed. All amounts are payable in United States dollars unless otherwise agreed in writing.

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 for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination, nor shall termination relieve Service Provider of its obligations with respect to confidentiality and return of Client materials as set forth herein.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party 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 includes, without limitation, business strategies, financial data, trade secrets, client lists, and any information related to insurance coverage or claims involving USLI.

The receiving party agrees: (a) to 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) not to use Confidential Information except to perform its obligations under this Agreement; and (c) not to disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

Representations, Insurance and Indemnity

Each party represents that it has the right and authority to enter into this Agreement. Service Provider shall maintain insurance coverage appropriate to the services performed, including commercial general liability and professional liability insurance where applicable. Upon reasonable request, Service Provider will furnish certificates of insurance evidencing coverage.

Service Provider agrees to indemnify, defend and hold harmless Client from and against any third-party claims arising from Service Provider's gross negligence, willful misconduct or material breach of this Agreement, except to the extent caused by Client's negligence or willful misconduct.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

Miscellaneous Provisions

Entire Agreement: This Agreement, including any exhibits or attachments signed by the parties, 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 oral or written.

Amendments and Waivers: No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party to exercise any right shall operate as a waiver of that right.

Assignment: Neither party may assign this Agreement or any rights hereunder 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 of its assets.

Severability: If any term or provision of this Agreement is held invalid or unenforceable, the remaining terms and provisions shall continue in full force and effect.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered in person, sent by certified mail (return receipt requested), or sent by reputable overnight courier to the addresses below or to such other address as a party may designate in writing.

Authorities and Execution

Each party represents and warrants that the individual signing on its behalf is authorized to execute this Agreement and to bind the party to the terms and conditions contained herein.

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