Indirect Business Services Agreement

INDIRECT BUSINESS SERVICES AGREEMENT

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

WHEREAS

WHEREAS, Client is engaged in certain business operations and requires indirect or ancillary services to support its primary business activities; and

WHEREAS, Service Provider has experience and expertise in providing the indirect business services described in this Agreement and desires to perform such services for Client on the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality and other terms governing the relationship between them.

1. SCOPE OF WORK

Service Provider shall perform the indirect business services described below in a professional and workmanlike manner consistent with industry standards. Services shall include, but are not limited to, the tasks, deliverables, timelines and standards set forth by the parties.

2. PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration of the services rendered, subject to timely invoicing and Client's payment obligations in this section.

Any amount not paid by Client when due shall accrue interest at the rate of or the maximum rate permitted by law, plus reimbursement of collections costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party that remains uncured for days following written notice of such breach.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, technical, financial and other information disclosed by one party (Discloser) to the other (Recipient), whether disclosed orally, in writing or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

Recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; (b) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of Recipient, was known to Recipient without restriction prior to disclosure, is rightfully received from a third party without restriction, or is independently developed by Recipient without use of Confidential Information.

5. INSURANCE; INDEMNITY

Service Provider shall maintain at its expense insurance appropriate to the services performed, including commercial general liability and professional liability insurance where applicable. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's negligence or willful misconduct in performance of its obligations under this Agreement.

6. NOTICE

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, nationally recognized courier, or by personal delivery, and shall be effective upon receipt.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the jurisdiction chosen by the parties below, without regard to conflict of law principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in the chosen jurisdiction for resolution of disputes arising under this Agreement.

8. ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No amendment or modification of this Agreement will be binding unless in writing and signed by both parties.

9. MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment relationship or agency relationship between the parties. The waiving of any breach shall not constitute a waiver of any other or subsequent breach.

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