Business Associates Agreement

BUSINESS ASSOCIATES AGREEMENT

This Business Associates Agreement ("Agreement") is entered into as of (Effective Date), by and between Company Name: , a business organized at (Company), and Business Associate Name: , with principal place of business at (Business Associate).

WHEREAS

WHEREAS, Company engages Business Associate to perform certain services that may require Business Associate to access, process, or otherwise receive Confidential Information of Company; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to Confidential Information, the scope of services to be performed, compensation and the terms of the relationship.

SCOPE OF WORK

Business Associate shall perform the services described below for Company in accordance with the standards and timelines set forth. Business Associate will perform those duties as an independent contractor and not as an employee, partner, or agent of Company.

PAYMENT TERMS

Company shall pay Business Associate for services performed as follows:

Any undisputed invoice not paid within days of receipt shall accrue interest at a rate of % per month, compounded monthly, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice.

Upon termination, Business Associate shall deliver to Company all work in progress and all Confidential Information belonging to Company, and Company shall pay Business Associate for all undisputed services performed through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by Company to Business Associate, whether disclosed orally, in writing, electronically, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Business Associate shall: (a) use Confidential Information solely for the purpose of performing its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those of its employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) implement and maintain appropriate administrative, technical and physical safeguards to protect Confidential Information from unauthorized access, use or disclosure.

Business Associate shall not disclose Confidential Information to any third party without Company's prior written consent, except as required by law, in which case Business Associate shall provide Company prompt written notice to the extent permitted and cooperate, at Company's expense, in any reasonable effort to obtain a protective order or other appropriate remedy.

Upon termination or expiration of this Agreement, Business Associate shall, at Company's election, return or securely destroy all Confidential Information and certify in writing that such return or destruction has been completed, except for one archival copy kept solely to ensure compliance with recordkeeping obligations; such archival copy shall remain subject to the confidentiality obligations of this Agreement.

LIMITATION OF LIABILITY; INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in the performance of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

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 rules.

ENTIRE AGREEMENT; AMENDMENT

This Agreement (including all exhibits and schedules, if any) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight carrier, or hand delivery, and shall be effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors. Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign to an affiliate or successor by merger or acquisition provided that the assignee assumes the assigning party's obligations hereunder.

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