Miscellaneous Unsigned LPRs Document

MISCELLANEOUS UNSIGNED LPRS DOCUMENT

This Miscellaneous Unsigned LPRs Document (the Agreement) is entered into effective as of (Effective Date) by and between the parties identified below.

Parties

WHEREAS

WHEREAS, Party A is the holder or assignee of certain limited payment records or rights referred to herein as "LPRs" and desires to engage Party B to perform specified tasks relating to the administration, review, or processing of such LPRs; and

WHEREAS, Party B represents that it has the experience, expertise, and capacity to perform the services described in this Agreement in a professional manner and in compliance with all applicable laws, regulations, and industry standards; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Scope of Work

Party B shall perform the services described above in a timely and professional manner and shall maintain records sufficient to demonstrate compliance with the terms of this Agreement and to enable Party A to verify performance upon reasonable request.

Payment Terms

Unless otherwise agreed in writing, Party A shall pay Party B within the payment period set forth in the Payment Schedule following receipt of a properly submitted invoice. Each invoice shall reference the LPRs to which the invoice relates and include sufficient detail to support the charges.

Any amounts not paid when due shall accrue interest at the Late Payment Fee rate set forth above, calculated monthly on the outstanding balance, and shall be payable immediately upon demand. Payment obligations are independent of the parties' rights to dispute specific invoice items in good faith.

Term and Termination

This Agreement shall commence on and shall continue in effect until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least the number of days set forth above. Either party may terminate for material breach if the breaching party fails to cure the breach within 15 days after receipt of written notice specifying the breach; termination for uncured material breach is effective upon written notice.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party in connection with the performance of this Agreement. "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that, given the nature of the information or circumstances of disclosure, should reasonably be understood to be confidential.

The receiving party shall (a) use Confidential Information solely for the purposes of performing under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who need access and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, independently developed without use of the disclosing party's Confidential Information, or lawfully obtained from a third party without restriction.

Representations and Warranties; Indemnity

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. Party B represents that services will be performed in a professional and workmanlike manner in accordance with industry standards. Each party shall indemnify and hold harmless the other from and against any losses arising from its breach of this Agreement, negligence, or willful misconduct, except to the extent such losses result from the indemnified party's own breach, negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Governing Jurisdiction specified above, without regard to its conflict of laws rules. The parties agree that exclusive jurisdiction and venue for any disputes arising out of or relating to this Agreement shall lie in the courts located in that jurisdiction.

Entire Agreement; Amendments

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 negotiations, understandings, agreements and communications, whether written or oral. Any amendment or modification to this Agreement must be in a writing signed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and shall be delivered to the parties at the addresses set forth in this Agreement or to such other address as either party may designate by written notice. Notices shall be effective upon receipt.

The parties acknowledge that this is a negotiated contract and that any headings are for convenience only and shall not affect interpretation. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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