Business Value Added Services

BUSINESS VALUE ADDED SERVICES AGREEMENT

This Business Value Added Services Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to procure certain value added services, as described herein, to enhance Client's business offerings and customer experience; and

WHEREAS, Service Provider possesses expertise and capability to deliver such value added services and is willing to provide those services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth their respective duties, payment arrangements, confidentiality obligations and other terms governing the provision of the services.

PARTY CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall perform the value added services described below in a professional and workmanlike manner consistent with industry standards. Detailed scope, deliverables, and acceptance criteria are set forth as follows.

PAYMENT TERMS

Client shall pay Provider the fees for the Services as set forth below. All payments are due in U.S. dollars and unless otherwise specified are exclusive of applicable taxes for which Client is responsible.

Select payment method(s) and frequency:

One-time payment Milestone-based Monthly fee Per-transaction fee

Late Fee: If any undisputed amount is not paid within the Invoice Payment Terms, such overdue amount shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Provider for all Services performed through the effective date of termination and for any non-cancellable commitments reasonably incurred by Provider in performance of the Services.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, customer data, technical processes, pricing, and trade secrets.

Obligations: Receiving Party shall (a) maintain Confidential Information in strict confidence, (b) not use Confidential Information except to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement by Receiving Party, (ii) is rightfully received from a third party without obligation of confidentiality, (iii) is independently developed by Receiving Party without use of Confidential Information, or (iv) is required to be disclosed by law, provided Receiving Party gives prompt notice and cooperates to seek protective measures.

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. The parties agree that the state and federal courts located in that state shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, proposals, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship between the parties.

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition or sale of substantially all of the assigning party's assets.

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