AHA Service Agreement

AHA Service Agreement

This Service Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: (hereinafter "Client"), an entity organized as Individual Corporation LLC, with principal address: ; and Provider Name: (hereinafter "Provider"), an entity organized as Individual Corporation LLC, with principal address: .

RECITALS

WHEREAS, Client desires to retain Provider to perform certain services relating to the assessment, advisory, implementation and related professional services described herein; and

WHEREAS, Provider represents that it has the experience, personnel, and capability to provide such 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 services to Client.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SERVICES

1.1 Scope. Provider shall perform the services described in the Scope of Services attached hereto or, if no attachment is used, as set forth in the Service Description field below. Provider shall use commercially reasonable efforts, personnel, and methods to perform the services in a timely and professional manner consistent with prevailing industry standards.

1.2 Changes. Any material change to the scope must be agreed in writing by authorized representatives of both parties. Provider may propose changes in writing and, if accepted by Client in writing, such changes shall be incorporated into this Agreement as an Amendment.

2. TERM AND TERMINATION

2.1 Term. The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

2.2 Termination for Convenience. Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the effective date of termination. In the event of termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination.

2.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

3. COMPENSATION

3.1 Fees. Client shall pay Provider the fees set forth below or as agreed in writing: Fee Rate: per .

4. CONFIDENTIALITY

4.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, under the circumstances of disclosure, ought reasonably to be treated as confidential. Confidential Information does not include information that is: (a) publicly known through no breach of this Agreement; (b) rightfully received from a third party without restriction; or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information.

4.2 Non-Disclosure. Each party agrees to maintain the other party's Confidential Information in strict confidence and to use it solely to perform obligations under this Agreement. Disclosure is permitted only to those employees, consultants, or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Except as expressly set forth herein, each party retains all right, title and interest in and to its pre-existing intellectual property. Subject to Client's payment in full of all amounts due, Provider hereby grants to Client a non-exclusive, non-transferable license to use deliverables delivered under this Agreement for Client's internal business purposes.

5.2 Work Product. Unless otherwise agreed in writing, all deliverables that are created by Provider specifically for Client under this Agreement and paid in full constitute "Work Product." Provider hereby assigns to Client all right, title and interest in and to such Work Product, subject to any third-party materials and pre-existing Provider intellectual property.

6. WARRANTIES; DISCLAIMER

6.1 Warranties. Provider warrants that the services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. For any breach of this warranty, Client's exclusive remedy, and Provider's sole liability, shall be re-performance of the non-conforming services or, at Provider's election, a refund of the fees paid for such services.

6.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. INDEMNIFICATION

7.1 Provider Indemnity. Provider shall indemnify, defend and hold Client and its officers, directors and employees harmless from and against any third-party claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of Provider's negligence, willful misconduct, or material breach of this Agreement.

7.2 Client Indemnity. Client shall indemnify, defend and hold Provider harmless from and against any third-party claims arising out of Client's negligence, misuse of deliverables, or material breach of this Agreement.

8. LIMITATION OF LIABILITY

Except for liability arising from a party's willful misconduct or gross negligence, or for indemnification obligations under Section 7, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, and each party's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total fees paid or payable to Provider under this Agreement during the twelve (12) months preceding the claim, or , whichever is greater.

9. INSURANCE

10. COMPLIANCE WITH LAWS

Each party shall comply with all applicable federal, state, and local laws, rules and regulations in the performance of its obligations under this Agreement, including, where applicable, data protection and privacy laws.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses below or to such other address as either party may designate by notice in accordance with this Section.

12. AMENDMENTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Any attempted amendment not satisfying these requirements shall be null and void.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral, relating to such subject matter.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable while preserving the parties' intent, and the remaining provisions shall remain in full force and effect.

16. WAIVER

No waiver of any breach or default under this Agreement shall be effective unless made in writing and signed by the waiving party. The waiver of any breach shall not constitute a waiver of any subsequent breach.

17. COUNTERPARTS

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. Signatures transmitted by electronic means shall be binding for all purposes.

18. ASSIGNMENT

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets.

19. DISPUTE RESOLUTION

The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior executives. If the matter is not resolved within thirty (30) days, the dispute shall be resolved by binding arbitration in the State of in accordance with the rules agreed by the parties. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

20. EXECUTION

The individuals signing below represent and warrant that they are duly authorized to execute this Agreement on behalf of the respective parties and that this Agreement constitutes a valid and binding obligation of the parties, enforceable in accordance with its terms.

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