Non-Operational Document

NON-OPERATIONAL MANAGEMENT AGREEMENT

This Non-Operational Management Agreement ("Agreement") is entered into as of by and between Service Provider: , with principal address at (hereafter "Service Provider"), and Client: , with principal address at (hereafter "Client").

Recitals

WHEREAS, Client currently owns or controls certain assets, facilities, or operations that are non-operational, dormant, or temporarily idled (the "Assets"); and

WHEREAS, Service Provider has the technical expertise and resources to provide management, maintenance oversight, preservation, security coordination, and related services necessary to preserve the value of the Assets during the non-operational period; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will perform non-operational management services and Client will compensate Service Provider for those services.

Scope of Work

Service Provider will perform the services described below in a commercially reasonable manner and in accordance with applicable laws and standards. The services shall include, without limitation, preservation, routine inspections, maintenance coordination, security oversight, utilities management, vendor management, and reporting to Client.

Payment Terms

Client shall pay Service Provider for services rendered as follows:

Any undisputed amounts not paid within days after the invoice due date shall accrue interest at or the maximum rate permitted by law, whichever is lower.

Term and Termination

Term: This Agreement commences on and continues until , unless earlier terminated pursuant to this Agreement.

Either party may terminate this Agreement for convenience upon providing written notice delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure the breach within days after written notice of breach.

Upon termination, Service Provider shall deliver to Client an accounting of fees and expenses incurred through the effective date of termination and shall, to the extent agreed, cooperate in the orderly transition of services back to Client or a replacement provider.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as expressly authorized in writing or as required by law. "Confidential Information" includes non-public technical, financial, operational, and business information relating to the Assets and the non-operational condition thereof but excludes information that (a) becomes publicly available other than by breach of this Agreement, (b) is rightfully received from a third party without obligation of confidentiality, or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, agents, and professional advisors who have a need to know and who are bound to confidentiality obligations no less restrictive than those herein. The obligations in this section shall survive termination of this Agreement for a period of years.

I acknowledge and agree to the confidentiality obligations set forth above.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement, that its execution and performance do not violate other agreements or laws, and that it will comply with applicable laws and regulations in performing its obligations hereunder.

Indemnification and Insurance

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's negligence, willful misconduct, or breach of this Agreement. Service Provider shall maintain appropriate general liability and professional liability insurance coverage in amounts reasonably customary for the services provided and shall provide evidence of such insurance to Client upon request.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any disputes arising under this Agreement.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. No amendment or modification shall be effective unless in a writing signed by both parties.

Miscellaneous

Notices under this Agreement shall be in writing and delivered to the parties at the addresses set forth above (or such other address as a party designates in writing). If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to negotiate in good faith any reasonable interpretation issues arising from this Agreement.

Sign Now