Business Document NPDB

BUSINESS DOCUMENT NPDB

Client Name:   Client Address:

Service Provider Name:   Provider Address:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business services described herein, and Service Provider represents that it has the experience, personnel, and resources necessary to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such services to Client, including scope, compensation, confidentiality and dispute resolution provisions; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Service Provider shall assign personnel reasonably qualified to perform the services, and shall comply with Client's reasonable policies and directions provided in writing.

PAYMENT TERMS

Invoicing: Service Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise stated in the invoice, all amounts are due and payable within days of receipt of invoice. Payments shall be made in United States dollars unless otherwise agreed in writing.

Late Payment: Any undisputed past-due amount shall accrue interest at the rate of % per month (or the maximum lawful rate, if less). Additionally, Client shall be responsible for any reasonable collection costs and a minimum late charge of .

TERM AND TERMINATION

This Agreement commences on the Start Date: and continues until the End Date: , unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing days' prior written notice to the other party. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and the breach is not cured within days after receipt of notice specifying the breach. Upon termination for cause by Client, Service Provider shall deliver all work in progress and Client shall pay for services performed to the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each receiving party shall (a) use Confidential Information solely for the performance of obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors who require access and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is already in the receiving party's possession without restriction, or is independently developed by the receiving party without use of the disclosing party's Confidential Information. Disclosure required by law is permitted only after prompt notice to the disclosing party and cooperation to seek protective relief where practicable.

Duration: The obligations in this Confidentiality section shall continue for years following the termination or expiration of this Agreement, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special, punitive or exemplary damages, even if advised of the possibility of such damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including all schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

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

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the greatest extent possible, the original intent of the parties.

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