Business HSP Document

Business HSP Document

Parties and Recitals

This Business HSP Document (the "Agreement") is entered into by and between Client Name: and Provider Name: .

WHEREAS, Client operates certain business activities and facilities that require the preparation, implementation and ongoing administration of a Health and Safety Plan ("HSP") to manage workplace hazards, compliance obligations, and risk mitigation; and

WHEREAS, Provider has professional qualifications, experience, and personnel capable of drafting, implementing, training, monitoring, and updating an HSP tailored to Client's operations; and

WHEREAS, the parties desire to set forth their respective duties, payment terms, confidentiality obligations, and other terms governing Provider's development and management of the HSP.

Scope of Work

Provider shall perform the following services in connection with the HSP (collectively, the "Services"). Provider will: identify workplace hazards; prepare a written HSP; develop training materials; conduct training sessions for designated personnel; create incident response procedures; and provide up to two site inspections and one plan revision during the Term unless otherwise agreed in writing.

Payment Terms

Client agrees to pay Provider for the Services in accordance with the following terms. All payments shall be made in U.S. Dollars unless otherwise agreed in writing.

Unless otherwise stated in the payment schedule, invoices are due within thirty (30) days of receipt. Late payments shall accrue interest as described above and Provider may suspend Services if undisputed amounts remain unpaid after seven (7) days' written notice.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, expires on End Date: .

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of liability for Services rendered or costs incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public business, technical and safety information disclosed by either party that is designated confidential or that a reasonable person would understand to be confidential given its nature. Confidential Information does not include information that is or becomes public through no wrongful act of the receiving party, was rightfully known prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information.

Each party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely for performance under this Agreement; and (c) permit disclosure only to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less restrictive than this clause. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets.

Parties acknowledge the confidentiality obligations set forth above.

Indemnification and Liability

Provider shall defend, indemnify and hold harmless Client from claims arising out of Provider's gross negligence or willful misconduct in performing the Services. Client shall indemnify Provider for claims arising from Client's failure to disclose material safety conditions or from Client's negligence. Neither party's aggregate liability under this Agreement shall exceed the total amounts paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim, except for liability arising from gross negligence, willful misconduct, or indemnification obligations.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the address set forth below for each party by hand, certified mail, or nationally recognized courier service, and shall be effective upon receipt.

Governing Law; Entire Agreement

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. Any dispute arising from this Agreement shall be resolved in the state or federal courts located within that state, and each party consents to personal jurisdiction and venue therein.

This Agreement, including any schedules and attachments executed by the parties and any written change orders signed by authorized representatives, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. No amendment shall be effective unless made in writing and signed by both parties.

Miscellaneous

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Provider may assign to a successor entity in connection with a merger or sale of substantially all of its assets. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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