Business Variable Application

BUSINESS VARIABLE APPLICATION AND SERVICES AGREEMENT

Applicant Information

Corporation    LLC    Partnership    Sole Proprietor    Other:

WHEREAS (Recitals)

WHEREAS, Applicant seeks to establish and maintain one or more variable business parameters and adjustment services (collectively, "Business Variables") to be managed by Provider under the terms set forth herein; and

WHEREAS, Provider is duly qualified and experienced to administer Business Variables, to apply agreed calculation methodologies, and to provide notices and reports required by Applicant; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the application, administration, modification, and payment associated with Business Variables.

Scope of Work

Provider shall perform the services described below with respect to the Business Variables requested by Applicant. Provider's responsibilities include setup, monitoring, calculation, notification, and processing of adjustments as specified in this Agreement. Applicant shall provide timely access to necessary information and authorizations required for Provider to perform.

Variable Details

Applicant authorizes Provider to implement adjustments to the Business Variable within the limits described above and in accordance with the Calculation Method. Applicant acknowledges that final implementation of an adjustment may be subject to Provider's operational timelines and any applicable regulatory constraints.

Payment Terms

In consideration of Provider's services, Applicant shall pay the fees set forth below in accordance with the schedule described. All amounts are stated in U.S. dollars unless otherwise indicated.

All invoices are due within the billing terms stated on each invoice. If any amount is not paid when due, Provider may suspend services until payment is made in full, and Applicant shall be responsible for reasonable collection costs and any applicable interest on overdue balances.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for 30 days after written notice of breach, or immediately if required by applicable law.

Confidentiality

"Confidential Information" means non-public information disclosed by either party in connection with this Agreement, including technical, pricing, business and financial information. Each party shall: (a) keep Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to affiliates, agents or contractors who have a written obligation of confidentiality and a need-to-know. Confidential Information shall not include information that is or becomes publicly known through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed without using the disclosing party’s Confidential Information. Upon termination or request, the receiving party shall return or destroy Confidential Information, subject to retention of records as required by law.

Governing Law

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 consent to exclusive jurisdiction in that state's courts for any dispute arising under this Agreement.

Entire Agreement; Amendment

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Representations and Certifications

By signing below, Applicant certifies that the information provided in this Application is true, correct, and complete to the best of Applicant’s knowledge. Applicant further certifies that it has the authority to enter into this Agreement on behalf of the named business and to authorize Provider to implement and manage the Business Variables described herein.

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