Operational Services Agreement

OPERATIONAL SERVICES AGREEMENT

This Operational Services Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: with principal place of business at Client Address: , and Service Provider Name: with principal place of business at Service Provider Address: . Each of Client and Service Provider may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain operational services relating to the management, processing, maintenance and support of Client's business operations as set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the personnel, systems, experience and expertise necessary to perform such services and agrees to provide the Services under the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the Services and payment therefor.

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

1. DEFINITIONS

1.1 "Agreement" means this Operational Services Agreement and all Exhibits and Schedules hereto. 1.2 "Services" means the operational services described in Section 2 and in Schedule A. 1.3 "Confidential Information" means any non-public information disclosed by one Party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. 1.4 Terms defined elsewhere in this Agreement shall have the meanings set forth in those provisions.

2. SCOPE OF SERVICES

2.1 Services. Service Provider shall provide the Services described in Schedule A attached hereto and any additional services the Parties agree to in writing. Service Provider shall perform Services in a professional and workmanlike manner in accordance with industry standards and any service levels set forth in this Agreement.

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for an initial period of Term: unless earlier terminated as provided herein. The Agreement shall thereafter automatically renew for successive renewal periods as set forth in Renewal Terms: unless either Party provides written notice of non-renewal at least Termination Notice Days: days prior to the end of the then-current term.

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for thirty (30) days after receipt of written notice specifying the breach. 3.3 Termination for Convenience. Either Party may terminate for convenience upon providing the notice period set forth above. 3.4 Effect of Termination. Upon termination, Service Provider shall cease performance and, as directed by Client, promptly return or securely destroy Client Property and Confidential Information in accordance with Section 6.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Service Provider the fees set forth in Schedule B. Fees shall be invoiced in accordance with the invoicing schedule in Schedule B and shall be due and payable within Payment Terms: days of receipt of a correct invoice.

4.2 Taxes and Expenses. Client shall be responsible for all applicable taxes related to the Services, excluding taxes based on Service Provider's net income. Pre-approved out-of-pocket expenses shall be reimbursed upon submission of appropriate documentation.

5. PERFORMANCE STANDARDS; SERVICE LEVELS

Service Provider shall measure and report performance against agreed metrics and will use commercially reasonable efforts to meet or exceed target service levels. Where the Parties agree to specific remedies for failure to meet service levels, such remedies shall be exclusive and expressly stated in Schedule C.

6. CONFIDENTIALITY

Each Party shall maintain in confidence all Confidential Information of the other Party and shall not use or disclose such information except as necessary to perform under this Agreement or as required by law, provided that the receiving Party shall give prompt notice to the disclosing Party of any compelled disclosure and cooperate in seeking confidential treatment. The obligations herein shall survive termination for a period of three (3) years, or longer as required by applicable law for trade secrets.

Return or destruction of Confidential Information upon termination: Client may require Service Provider to return or securely destroy all Confidential Information within days of termination.

7. DATA PROTECTION AND SECURITY

Service Provider shall implement and maintain administrative, physical and technical safeguards no less protective than industry standard practices to protect Client Data. Service Provider shall promptly notify Client of any Security Incident affecting Client Data and cooperate in remediation and regulatory obligations.

8. INTELLECTUAL PROPERTY

Except as expressly provided herein, each Party retains all right, title and interest in and to its pre-existing intellectual property. Client retains ownership of Client Data. Service Provider grants Client a non-exclusive, royalty-free license to any deliverables to the extent necessary for Client's internal use; Service Provider retains ownership of methodologies, tools and intellectual property used to provide Services.

9. WARRANTIES; DISCLAIMER

Service Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with applicable industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION

Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against third-party claims arising out of Indemnitor's breach of this Agreement, gross negligence, willful misconduct or infringement of third-party intellectual property rights, provided the Indemnitee gives prompt written notice and cooperates in the defense.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATIONS OF CONFIDENTIALITY OR DATA PROTECTION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. NOTWITHSTANDING ANYTHING OTHERWISE, THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR THE LIABILITY CAP STATED ABOVE, WHICHEVER IS LOWER.

12. INSURANCE

Service Provider shall maintain commercially reasonable insurance coverage including, without limitation, commercial general liability, professional liability/errors and omissions, and workers' compensation as applicable. Certificates evidencing such insurance shall be provided to Client upon request.

13. NOTICES

All notices under this Agreement shall be in writing and sent to the address for each Party set forth below or to such other address as a Party may designate by notice pursuant to this Section.

14. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No waiver of any term or condition shall be deemed a continuing waiver or a waiver of any other term or condition. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of Governing Law: , without regard to its conflict of laws rules. This Agreement, including any Schedules and Exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions and agreements. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

16. MISCELLANEOUS

Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes the assigning Party's obligations hereunder. The Parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship.

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