Business Document NHBCLA1

BUSINESS DOCUMENT NHBCLA1

Parties

This Agreement is entered into by and between Client Name: , having a principal place of business at Client Address: (hereinafter "Client"), and Service Provider Name: , having a principal place of business at Provider Address: (hereinafter "Provider"). Together Client and Provider are referred to as the Parties.

Recitals

WHEREAS, Client desires to obtain certain professional services from Provider as described herein; and

WHEREAS, Provider is willing and able to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth the rights, duties, and obligations of the Parties with respect to those services.

Scope of Work

Provider shall perform the services described below in a professional and workmanlike manner in accordance with generally accepted industry standards. Provider shall supply labor, materials, equipment, supervision, and management necessary to complete the services.

Payment Terms

In consideration for the performance of the Scope of Work, Client shall pay Provider in accordance with the terms set forth in this section. All amounts stated are in U.S. dollars unless otherwise specified.

Provider shall submit invoices to Client. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of receipt. Disputed items shall be raised in good faith within the same period.

Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, Client shall reimburse Provider for reasonable collection costs, including attorneys' fees, incurred in enforcing payment obligations.

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 convenience upon written notice to the other Party delivered no fewer than days prior to the effective date of termination. Either Party may terminate immediately for material breach by the other Party that remains uncured for a period of days following written notice specifying the breach.

Confidentiality

As used in this Agreement, "Confidential Information" means non-public, proprietary, or business-critical information disclosed by one Party to the other, whether disclosed orally, visually, or in writing, that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information.

Each Party shall: (a) hold Confidential Information of the other Party in strict confidence; (b) use such Confidential Information solely to perform rights and obligations under this Agreement; and (c) disclose such Confidential Information only to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) is lawfully received from a third party without restriction; (iii) is independently developed without reference to the disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving Party provides prompt written notice to the disclosing Party and cooperates in any lawful effort to limit disclosure.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations and Warranties; Liability

Each Party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement. Provider represents that the services will be performed in a professional manner consistent with industry standards.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. TO THE EXTENT PERMITTED BY LAW, EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If unresolved within thirty (30) days, the Parties may pursue any remedy available at law or in equity in the courts located in the selected governing state.

Entire Agreement; Amendments

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

Notices

Notices under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by written notice to the other Party.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the extent necessary to make it valid and enforceable while preserving the Parties' intent; the remaining provisions shall remain in full force and effect. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

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