Business EHF Template

Business EHF Template

Effective Date:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services and deliverables related to EHF 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;

WHEREAS, the parties intend by this Agreement to set forth the scope, schedule, compensation, confidentiality and other material terms governing the provision of the Services and any related deliverables;

WHEREAS, the parties acknowledge that certain confidential and proprietary information may be disclosed in the course of performance and desire to define the parties' obligations with respect thereto.

Scope of Work

Payment Terms

Total Contract Amount:

Invoices shall be submitted in writing and are due within days of receipt. Late payments shall accrue interest at the lesser of (a) or (b) the maximum rate permitted by law. Additionally, the greater of a $ flat fee or accrued interest may be charged for overdue balances.

All fees are exclusive of taxes. Client shall be responsible for sales, use, value-added or other taxes arising from the transactions under this Agreement, excluding taxes based on Service Provider's net income.

Term and Termination

Term Commencement Date:    Term End Date:

This Agreement shall commence on the Term Commencement Date and continue until the Term End Date unless earlier terminated as set forth herein. Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days following receipt of written notice specifying the nature of the breach. Termination shall be without prejudice to either party's rights or remedies accrued prior to termination.

Confidentiality

Definition: "Confidential Information" means all non-public business, technical or financial information disclosed by one party to the other, whether disclosed orally, visually or in writing, 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.

Obligations: Each receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) not disclose Confidential Information to any third party except to its employees, contractors and advisors with a need to know and subject to obligations of confidentiality at least as protective as those set forth herein; and (c) take reasonable measures to protect the confidentiality of the disclosed information.

Exceptions and Required Disclosure: Confidential Information does not include information that is or becomes publicly known other than by breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed. If a receiving party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the disclosing party where legally permitted and cooperate to obtain a protective order or other remedy.

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

Entire Agreement

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by duly authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign or transfer this Agreement or any of its rights hereunder without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as the receiving party may designate in writing.

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