Business IHPT Template

BUSINESS IHPT TEMPLATE

Client Name:    Service Provider Name:

RECITALS

WHEREAS, Client engages Service Provider to perform certain business advisory, technical, operational and related services as further described herein; and

WHEREAS, Service Provider represents that it has the experience, personnel and capacity to perform the services set forth in this Agreement and agrees to provide such services under the terms and conditions that follow; and

WHEREAS, the parties desire to set forth in this Agreement the scope, compensation, confidentiality and other terms governing the relationship.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth below in consideration for the timely and professional performance of the Scope of Work. All amounts are expressed in United States dollars unless otherwise stated.

Payments not received within 30 days of the invoice due date shall incur the Late Payment Fee set forth above. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred in recovering overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on Effective Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for cause if the other party materially breaches any provision hereof and fails to cure such breach within 30 days after receipt of written notice specifying the breach. Termination for convenience requires the notice period set forth above. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) is rightfully known by the Receiving Party at the time of disclosure without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is lawfully obtained from a third party without restriction.

The Receiving Party shall use Confidential Information only for the performance of this Agreement and shall limit access to those of its employees, affiliates and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Upon termination or written request, the Receiving Party shall return or destroy all Confidential Information and certify such return or destruction.

The obligations under this Confidentiality provision shall survive termination of this Agreement for a period of years, except for trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct or material breach of its representations, warranties or obligations under this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles. The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration conducted in the county where the Service Provider maintains its principal place of business, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including all schedules, exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full corporate or organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and that the execution and performance will not violate any law or agreement applicable to it.

MISCELLANEOUS

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

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the extent possible to reflect the parties' original intent.

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