Business HCLM Document

Business HCLM Document

This General Business Agreement ("Agreement") is made and entered into by and between the parties identified below as of the Effective Date set forth in the Signature Block. The parties agree as follows.

Parties

WHEREAS

WHEREAS, Client Name: desires to retain the services of Service Provider Name: to perform certain business services described below.

WHEREAS, the parties intend that the services shall be performed in accordance with the terms and conditions set forth in this Agreement, beginning on or about and continuing as provided herein.

WHEREAS, the parties wish to allocate risks, protect confidential information, and establish payment, termination and dispute resolution procedures related to the services.

Scope of Work

Service Provider shall perform the services described in this Section (the "Services"). The Services shall include, but are not limited to, the following:

Service Provider agrees to provide qualified personnel, maintain adequate supervision, and comply with all applicable laws and industry standards in performing the Services. Any material changes to the scope must be set forth in a written amendment signed by both parties.

Payment Terms

Invoices are due within days of receipt unless otherwise agreed in writing. Client shall pay undisputed amounts in full in accordance with the schedule. Payment method: .

Late Payment Fee: Unpaid amounts shall bear interest at from the due date until paid. Client is responsible for reasonable collection costs for overdue amounts.

Term and Termination

Term: This Agreement shall commence on the Start Date: and shall continue until the End Date: , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Termination does not relieve Client of the obligation to pay for Services performed prior to termination.

Confidentiality

Each party shall keep confidential and not disclose to any third party any Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial and proprietary information disclosed in connection with this Agreement, whether marked confidential or not.

The obligations of confidentiality shall not apply to information that: (a) is known to the receiving party prior to disclosure; (b) becomes publicly available through no fault of the receiving party; (c) is lawfully received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The confidentiality obligations set forth herein shall continue for a period of following termination or expiration of this Agreement, unless a longer period is required by applicable law.

Indemnification and Limitation of Liability

Indemnification: Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any third-party claims, losses, damages, liabilities and expenses arising from the Indemnitor's gross negligence, willful misconduct or breach of this Agreement.

Limitation of Liability: Except for liability resulting from a party's gross negligence, willful misconduct, fraud or breach of confidentiality obligations, neither party shall be liable for incidental, consequential, special or punitive damages. Each party's aggregate liability under this Agreement shall be limited to the amounts actually paid by Client to Service Provider under this Agreement during the preceding twelve (12) months.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided below. Notices shall be deemed given when delivered personally, by certified mail, or by overnight courier.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement by negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in the county where Client's principal place of business is located, unless the parties mutually agree otherwise.

Entire Agreement; Amendments

This Agreement, together with any exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

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

Severability: If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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