Client Operating Services Agreement

CLIENT OPERATING SERVICES AGREEMENT

This Client Operating Services Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: , an entity organized as under the laws of , with principal place of business at ("Client"), and Service Provider Name: , an entity organized as under the laws of , with principal place of business at ("Provider").

RECITALS

WHEREAS, Client requires operating, management and technical services relating to Client's business operations, systems and personnel, including the services described in the Service Description below; and

WHEREAS, Provider is engaged in the business of providing managed operating services and possesses the personnel, expertise and systems necessary to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the provision and receipt of such services.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 Definitions. For the purposes of this Agreement: "Services" means the operating services and related deliverables to be provided by Provider as described in the Service Description; "Deliverables" means materials, reports, software or other tangible results of the Services specifically identified as deliverables; "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential.

2. SCOPE OF SERVICES

2.1 Services. Provider shall perform the Services in accordance with the specifications set forth in the Service Description. Provider shall provide personnel, management, tools and systems necessary to perform the Services in a professional and workmanlike manner and in accordance with prevailing industry standards.

2.2 Change Orders. Any material change to the scope, schedule or fees shall require a written change order executed by authorized representatives of both parties.

3. TERM

3.1 Term. The initial term of this Agreement shall commence on Term Start Date: and shall continue for an initial period of months (the Initial Term). Thereafter, this Agreement shall automatically renew for successive periods of months each unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in the Fee Schedule. Provider shall invoice Client in accordance with the invoicing schedule. Unless otherwise specified, fees are payable within days of invoice.

4.2 Taxes and Expenses. Client shall be responsible for sales, use and other taxes, and any reasonable out-of-pocket expenses pre-approved in writing by Client.

5. CONFIDENTIALITY

5.1 Obligations. Each party shall maintain the confidentiality of Confidential Information received from the other party and shall not use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement or as required by law. Each party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

5.2 Duration. Confidentiality obligations shall continue for a period of years following termination or expiration of this Agreement, except that trade secrets shall remain confidential for as long as they qualify as trade secrets.

6. DATA SECURITY AND PRIVACY

6.1 Security Measures. Provider shall maintain administrative, physical and technical safeguards appropriate to the nature of the Client Data to protect against unauthorized access, use, modification or disclosure, including commercially reasonable encryption, access controls and logging.

6.2 Breach Notification. In the event of a confirmed security breach involving Client Data, Provider shall notify Client without undue delay and in any event within hours of discovery and shall cooperate in good faith in any investigation and remediation.

7. INTELLECTUAL PROPERTY

7.1 Pre-Existing IP. Each party retains all right, title and interest in and to its pre-existing intellectual property. Nothing in this Agreement transfers ownership of a party's pre-existing intellectual property.

7.2 Deliverables. Subject to Client's payment of all amounts due, Provider assigns to Client all right, title and interest in Deliverables created specifically for Client under this Agreement, excluding Provider's general tools, templates, methodologies and know-how, which shall remain Provider's sole property.

8. WARRANTIES; DISCLAIMER

8.1 Mutual Warranties. Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

8.2 Provider Warranty. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For any breach of this warranty, Provider's sole and exclusive remedy shall be, at Provider's option, re-performance of the nonconforming Services or refund of the fees paid for such nonconforming Services.

8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR REVENUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION.

9.2 Liability Cap. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED .

10. INDEMNIFICATION

10.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of (a) Provider's gross negligence or willful misconduct, or (b) any claim that Provider's delivered materials infringe a third party's intellectual property rights, provided Client gives Provider prompt written notice and reasonable cooperation in the defense and control of the claim.

10.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider from and against claims arising from Client's negligence, breach of this Agreement, or Client Data that infringes third-party rights.

11. INSURANCE

11.1 Provider Insurance. During the term of this Agreement, Provider shall maintain commercial general liability insurance and professional liability (errors and omissions) insurance with minimum limits of per occurrence and shall furnish certificates of insurance upon Client's reasonable request.

12. TERMINATION; TRANSITION

12.1 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach.

12.2 Termination for Convenience. Client may terminate this Agreement for convenience upon providing days' prior written notice, subject to payment of any unpaid fees and reasonable wind-down costs.

12.3 Transition Assistance. Upon any termination, Provider shall provide transition assistance reasonably requested by Client for a period of days and shall cooperate to effect an orderly transfer of services. Client shall pay Provider for any reasonable, documented costs associated with such assistance if not otherwise covered by prepaid fees.

13. NOTICES

13.1 Manner. All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested) or electronic mail with confirmation of receipt to the addresses provided below.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Amendments. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

14.2 Waiver. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 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.

15.2 Entire Agreement. This Agreement, together with any schedules or statements of work expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof.

15.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a valid provision that implements the intent of the invalid provision.

16. MISCELLANEOUS

16.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

16.2 Force Majeure. Neither party shall be liable for failure or delay in performance due to events beyond its reasonable control, provided that the affected party promptly notifies the other and uses commercially reasonable efforts to resume performance.

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