Business Document Elevance

BUSINESS DOCUMENT ELEVANCE

This Business Agreement (the Agreement) is entered into on the Effective Date below by and between:

Company Name:

Service Provider Name:

Effective Date:

WHEREAS

WHEREAS, Company Name desires to engage Service Provider to perform certain business services described herein and Service Provider has the professional capacity and expertise to perform such services; and

WHEREAS, the parties intend that the engagement will be governed by the terms and conditions set forth in this Agreement and that the parties will cooperate in good faith to accomplish the Scope of Work;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider shall supply all labor, materials, equipment, and supervision necessary to perform the services described above in a professional and workmanlike manner consistent with industry standards. Any changes to the Scope of Work must be made in writing and signed by both parties as an amendment to this Agreement.

PAYMENT TERMS

Unless otherwise agreed in the Payment Schedule, invoices are payable within days of invoice date. Payments not received within the agreed period will incur a late fee equal to per month on the outstanding balance or the maximum allowed by applicable law, whichever is less.

Reimbursable expenses must be pre-approved in writing by Company Name. Estimated reimbursable expenses not to exceed without additional written authorization.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date or Anticipated Completion:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days of written notice. Termination does not relieve either party of payment obligations for services performed prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public business, technical, financial and other information disclosed by one party to the other 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. Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully known by the receiving party without restriction prior to disclosure; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) hold Confidential Information in strict confidence; (ii) not disclose Confidential Information to any third party except as expressly permitted herein; and (iii) use Confidential Information solely to perform its obligations under this Agreement. Upon termination or on request, the receiving party shall return or destroy Confidential Information and certify such destruction or return in writing.

A breach of this Confidentiality provision may cause irreparable harm to the disclosing party for which monetary damages may be inadequate; accordingly, the disclosing party is entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising out of this Agreement.

MISCELLANEOUS PROVISIONS

Independent Contractor. Service Provider is an independent contractor and will not be deemed to be an employee or agent of Company Name for any purpose. Service Provider shall be solely responsible for all payroll taxes, benefits, insurance and other obligations arising from its performance hereunder.

Indemnification. Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages and expenses arising out of the indemnifying party's negligent acts, omissions or willful misconduct in connection with this Agreement.

Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct or breach of the confidentiality or indemnification obligations herein, neither party shall be liable for special, incidental, consequential, punitive or exemplary damages, and each party's aggregate liability under or in connection with this Agreement shall not exceed the total fees actually paid to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Notices. All notices, consents, approvals and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmation. Notices are effective upon receipt.

Assignment; Amendment. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Company Name may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. This Agreement may be amended only by a written instrument signed by both parties.

Severability; Waiver; Entire Agreement. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure to enforce any provision shall not constitute a waiver. This Agreement, together with any written amendments or schedules, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations or agreements, written or oral.

EXECUTION

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 delivered by electronic means shall be deemed originals for all purposes.

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