Business Document ADHH

BUSINESS DOCUMENT ADHH

Parties

Recitals

WHEREAS, Client desires to retain the Service Provider to perform certain professional services and deliverables described herein; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services and deliverables set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions upon which such services will be performed and compensation paid.

Agreement Effective Date and Reference

Effective Date:   Contract Reference No.:

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. The parties acknowledge that the detailed description governs the tasks, milestones, and acceptance criteria.

Payment Terms

Compensation: Client shall pay Service Provider the total amount set forth below in exchange for the Services and Deliverables, subject to the terms of this Agreement.

Invoicing: Service Provider shall submit invoices in accordance with the Payment Schedule. Each invoice shall identify the services performed, applicable milestones, and any reimbursable expenses.

Taxes and Withholdings: Unless otherwise required by law, Client shall not withhold taxes from payments to Service Provider. Service Provider is responsible for all taxes arising from amounts paid hereunder.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice to the other party no fewer than days prior to termination.

Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Upon termination, Client shall pay Service Provider for all services performed and documented expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means all nonpublic information disclosed by either party to the other, whether written, oral, or electronic, that is designated confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including trade secrets, business plans, financials, customer data, and technical information.

Non-Disclosure and Use Restrictions: The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein, and (c) not disclose Confidential Information to third parties without the disclosing party's prior written consent.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is lawfully obtained from a third party without confidentiality obligations.

Duration: The obligations of confidentiality shall continue for a period of years following the termination or expiration of this Agreement, or for such longer period as required by applicable law with respect to trade secrets.

Intellectual Property and Work Product

Ownership: Except as expressly agreed in writing, Service Provider retains ownership of its pre-existing tools, methodologies, and intellectual property. Unless otherwise agreed, all work product and deliverables specifically produced for Client under this Agreement shall be deemed "work made for hire" and ownership shall vest in Client upon full payment; Service Provider shall execute documents reasonably necessary to effectuate such assignment.

Warranties, Indemnity, and Limitation of Liability

Warranties: Service Provider warrants that services will be performed in a professional manner in accordance with industry standards. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES.

Indemnity: Each party shall indemnify and hold harmless the other from third party claims arising from the indemnifying party's gross negligence, willful misconduct, or breach of its obligations under this Agreement.

Limitation of Liability: Except for liability arising from breach of confidentiality, willful misconduct, or indemnity obligations, neither party's aggregate liability for any claim arising out of this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law and Dispute Resolution

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.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If unresolved, the parties agree to submit disputes to mediation prior to commencing litigation. Either party may seek injunctive relief where necessary to prevent irreparable harm.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor to substantially all of its business or assets related to this Agreement.

Relationship of the Parties: Service Provider is an independent contractor. Nothing in this Agreement shall create an employment, joint venture, or agency relationship.

Entire Agreement

This Agreement (including any exhibits, schedules, and attachments expressly incorporated herein) constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Notices

Acknowledgements

Each party represents that it has full authority to enter into this Agreement, that the person executing this Agreement on its behalf has been properly authorized, and that it will comply with all applicable laws in performing its obligations hereunder.

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