Business HSG Document

BUSINESS HSG DOCUMENT

Effective Date:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

Recitals

WHEREAS, Client is engaged in business operations and requires professional services related to business health, safety and governance matters (collectively, the Services); and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform the Services and is willing to provide such Services to Client pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment and confidentiality of the Services in this written agreement.

Scope of Work

Deliverables and Acceptance Criteria:

Payment Terms

Invoice Due Days:    Late Fee:    Late Fee Minimum:

All sums due under this Agreement shall be paid in United States dollars. If any payment is not received by Service Provider within the Invoice Due Days, a late fee calculated at the Late Fee rate above will accrue monthly on the outstanding balance until paid in full. Client shall also be responsible for all reasonable collection costs, including attorneys' fees, incurred by Service Provider to collect overdue amounts.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether written, electronic or oral, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that (a) is or becomes generally available to the public through no fault of the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided that the receiving party gives prompt written notice and cooperates in any lawful attempt to limit such disclosure.

The receiving party shall: (i) hold Confidential Information in strict confidence and use at least the same degree of care to protect it as the receiving party uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely for the purposes of performing obligations or exercising rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are subject to confidentiality obligations no less protective than those herein.

  I acknowledge and agree to comply with the Confidentiality provisions set forth above.

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 within that State for resolution of disputes arising out of or relating to this Agreement.

Entire Agreement

This Agreement, together with any schedules, attachments or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute a waiver of any other right or subsequent breach. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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