Miscellaneous Run Off BOR

Miscellaneous Run Off BOR

This Run-Off Business Operations and Records Agreement, hereinafter referred to as the BOR Agreement, is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client has certain business operations, accounts receivable, claims, records and/or contractual obligations that require managed wind-down, reconciliation and preservation (the "Run-Off"); and

WHEREAS, Service Provider represents that it has experience and capability to perform loss run-off, account reconciliation, record retention, claims management and related administrative tasks described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will manage the Run-Off in accordance with the terms of this BOR Agreement.

SCOPE OF WORK

Service Provider shall perform the run-off services described below. The scope includes, without limitation, identification and segregation of Run-Off accounts, reconciliation of outstanding invoices, claim file management, preparation of final accounting reports, preservation of records, communications with counterparties as authorized, and orderly transfer or disposition of assets in accordance with Client instructions and applicable law.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. Fees are inclusive of reasonable costs unless otherwise stated.

Invoices are due within days of invoice receipt. Overdue amounts shall incur a late charge of % per month (or the maximum permitted by law), compounded monthly, plus reasonable collection costs and attorney's fees.

TERM AND TERMINATION

This BOR 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 prior written notice of days to the other party. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days of written notice of such breach. Termination does not relieve Client of the obligation to pay fees accrued through the effective date of termination and reasonable wind-down costs.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public business, financial, technical, contractual and personal information disclosed by either party in connection with the Run-Off. Service Provider shall maintain Confidential Information in strict confidence, shall not use Confidential Information except to perform its obligations under this Agreement, and shall not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was already in the receiving party's lawful possession, or is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates in any lawful effort to limit disclosure. Breach of this confidentiality provision will cause irreparable harm for which monetary damages may be inadequate; the non-breaching party shall be entitled to injunctive relief in addition to any other remedies.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected below without regard to its conflicts of law principles.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorney's fees) arising out of the indemnifying party's gross negligence or willful misconduct in the performance of its obligations under this Agreement. Indemnification obligations are subject to applicable law and any required limits of liability set forth elsewhere in this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested, or by electronic transmission with confirmation of receipt.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign or subcontract to affiliates or subcontractors provided Service Provider remains responsible for performance.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

ENTIRE AGREEMENT

This Agreement, including any attachments or written scope documents 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 understandings, whether written or oral. No amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

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