Ongoing Business Services Agreement

ONGOING BUSINESS SERVICES AGREEMENT

This Ongoing Business Services Agreement ("Agreement") is made and entered into as of Day: Month: Year: by and between Client Name: , with principal business address: , and Service Provider Name: , with principal business address: .

WHEREAS

WHEREAS, Client desires to retain Provider to perform ongoing business services, including but not limited to advisory, operational support, and other services described herein; and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to perform the services in a professional manner consistent with industry standards; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will provide such services on an ongoing basis.

SCOPE OF WORK

Provider shall perform the services described below. The parties acknowledge that the scope may be adjusted by written amendment signed by both parties.

PAYMENT TERMS

As full compensation for the services rendered under this Agreement, Client shall pay Provider in accordance with the terms set forth below. Provider shall invoice Client in the form and frequency set forth in this section.

Unpaid amounts shall accrue interest at the lesser of the greater of (i) % per month, or (ii) the maximum rate permitted by law. In addition, Client shall pay any reasonable collection costs and attorney fees incurred in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this section.

Upon termination, Provider shall deliver to Client all work product and invoices for services performed through the effective date of termination, and Client shall pay Provider for all undisputed amounts owed for services performed prior to termination.

CONFIDENTIALITY

Each party (the "Recipient") shall hold in confidence all non-public information, technical data, trade secrets, know-how, business plans, customer information, and other materials disclosed by the other party (the "Discloser") that are identified as confidential or that reasonably should be understood to be confidential given their nature ("Confidential Information"). Recipient shall not use or disclose Confidential Information except as necessary to perform its obligations under this Agreement and shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes public through no fault of Recipient; (ii) was rightfully known by Recipient prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of Discloser's Confidential Information. Upon termination or written request, Recipient shall return or destroy Discloser's Confidential Information and certify such return or destruction in writing.

INDEPENDENT CONTRACTOR; INSURANCE

Provider is an independent contractor and is not an employee, agent, or partner of Client. Provider shall be solely responsible for all taxes, withholdings, employee benefits, and insurance required by law. Provider shall maintain commercially reasonable insurance for the duration of the Agreement and upon request provide evidence of such insurance to Client.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for special, incidental, consequential, or punitive damages. The aggregate liability of either party arising out of or in connection with this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months immediately preceding the claim.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or overnight courier, or by confirmed electronic mail.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties will first attempt to resolve disputes by good faith negotiation. If negotiation fails, the parties agree to submit the dispute to binding arbitration in accordance with commercial arbitration rules mutually agreed at the time of dispute.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by an authorized representative of each party.

SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the original intent of the parties.

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