Business HCR Document

BUSINESS HCR DOCUMENT

This Business HCR Document (the "Agreement") is entered into as of by and between:

Client Name:    Client Address:

Service Provider Name:    Service Provider Address:

RECITALS

WHEREAS, Client is engaged in the business of providing certain goods and services and desires to retain Service Provider to perform defined services described herein, and Service Provider has the expertise and capacity to provide such services on the terms set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to set forth the scope, timing, and payment terms for the services to be provided and to allocate responsibilities, confidentiality obligations and remedies in the event of breach;

WHEREAS, the parties desire that certain information exchanged in connection with the services be treated as confidential and protected against unauthorized disclosure in accordance with the confidentiality provisions below;

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services") in a professional and workmanlike manner in accordance with industry standards. The Services shall include, at minimum, the following deliverables and milestones:

Service Provider shall supply all labor, materials and equipment necessary to complete the Services except as otherwise expressly stated in this Agreement. Any changes to the Scope of Work shall be made only by written change order signed by both parties, which shall specify adjustments to price and schedule.

PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider as follows:

All amounts are payable in United States dollars and are exclusive of taxes unless otherwise stated. Client is responsible for payment of any sales, use, excise or other taxes imposed by any governmental authority; Service Provider may invoice for such taxes when applicable. Overdue amounts shall accrue interest as specified in the Late Payment Fee provision above, and Service Provider reserves all rights to suspend performance for non-payment after providing written notice consistent with the Termination provisions below.

TERM AND TERMINATION

This Agreement shall commence on the Commencement Date: and shall continue in full force until the Completion Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In addition, either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and reasonable expenses incurred through the effective date of termination, including any non-cancellable commitments. Sections entitled Confidentiality, Indemnification, Governing Law and any other provisions that by their nature survive termination shall continue in effect.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") whether disclosed orally, visually, in writing, or electronically, 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.

The Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except as permitted herein, and (iii) use Confidential Information solely to perform obligations or exercise rights under this Agreement. The Receiving Party may disclose Confidential Information to those of its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those contained herein. Confidential Information does not include information that (a) is or becomes publicly available without breach, (b) was rightfully in the Receiving Party's possession prior to disclosure, (c) is lawfully received from a third party without restriction, or (d) is independently developed without use of or reference to the Confidential Information.

The Receiving Party acknowledges that any unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be an inadequate remedy; accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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 the resolution of disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and written change orders executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous written and oral agreements, negotiations and understandings. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, that provision shall be struck and the remaining provisions shall remain in full force and effect. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other, except that Service Provider may assign this Agreement in connection with a sale of substantially all of its business or assets, provided the assignee assumes all obligations hereunder.

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices are effective upon receipt.

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