Business NHP Document

Business NHP Document

This Business NHP Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: , and Service Provider Name: . Collectively the "Parties."

RECITALS

WHEREAS, Provider represents that it possesses experience, capability and personnel to perform NHP-related business services and solutions as further described in this Agreement;

WHEREAS, Client desires to retain Provider to perform the services described herein and Provider is willing to provide such services on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

SCOPE OF WORK

Provider shall perform the services, deliverables, and work product described below. Provider shall provide all labor, materials, equipment, supervision and expertise necessary to complete the scope in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider the fees and expenses set forth in this section in consideration for the performance of the Scope of Work. All fees are exclusive of applicable taxes unless otherwise stated.

Unless otherwise agreed in writing, Provider shall submit invoices in accordance with the Payment Schedule. Client shall remit payment within thirty (30) days of receipt of a proper invoice unless a different payment term is specified in the payment schedule. Overdue amounts shall accrue interest at the rate specified above and Client shall be responsible for reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated as provided herein, shall continue until End Date: or completion of the Scope of Work, whichever occurs first.

Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within Cure Period (days): days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered and costs incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") in connection with this Agreement, whether oral, written, electronic or in any other form, that is designated as confidential or that reasonably should be understood to be confidential. Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement by Receiving Party; (b) was known to Receiving Party prior to disclosure by Disclosing Party; (c) is received from a third party without similar restriction; or (d) is independently developed by Receiving Party without use of Confidential Information. If Receiving Party is compelled by law to disclose Confidential Information, Receiving Party shall provide prompt written notice to Disclosing Party to permit Disclosing Party to seek protective relief.

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 conflict of laws principles. The Parties shall attempt in good faith to resolve disputes promptly by negotiation between executive representatives. If unresolved within thirty (30) days, disputes shall be resolved in the courts of the chosen jurisdiction.

MISCELLANEOUS

Independent Contractor: Provider is an independent contractor and not an employee, agent or legal representative of Client for any purpose. Provider shall be solely responsible for payment of all taxes, withholdings and other statutory or contractual obligations of an employer or contractor.

Assignment: Neither Party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to a successor entity in connection with a merger, acquisition or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

Indemnification and Limitation of Liability: Each Party shall indemnify the other from third-party claims arising from its gross negligence or willful misconduct. Except for liability arising from a Party's willful misconduct or breach of confidentiality, neither Party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Notices: All notices required or permitted 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 shall be deemed given upon delivery by hand, certified mail, or courier.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules 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, negotiations and understandings, whether written or oral. Any modification or waiver of this Agreement must be in writing and signed by authorized representatives of both Parties.

Counterparts and Electronic Signatures: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

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