Business Program Documents

BUSINESS PROGRAM DOCUMENTS

This Business Program Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Program Provider Name: .

WHEREAS

WHEREAS, the Client operates a business that requires the establishment, management, and administration of a business program as described herein; and

WHEREAS, the Provider has the expertise, personnel, and resources necessary to develop, implement, and administer the program under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the program, including scope, compensation, confidentiality, and termination.

SCOPE OF WORK

The Provider shall perform the services and deliverables for the Program as set forth below. Services shall include program design, implementation, reporting, and ongoing administration consistent with industry standards and the specific requirements of the Client.

PAYMENT TERMS

In consideration for the services rendered by the Provider under this Agreement, the Client shall pay the Provider the fees and reimbursements described below.

Late payments shall accrue interest at the rate of on the outstanding balance, compounded monthly, or the maximum rate permitted by applicable law, whichever is less. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 30 days following written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as expressly permitted in this Agreement. "Confidential Information" includes non-public business, technical, financial, and operational information disclosed in connection with the Program, whether disclosed orally, in writing, or by inspection, and any analyses, compilations, or derivatives thereof.

The Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was already known to the Receiving Party without breach of an obligation of confidentiality; or (c) is rightfully received from a third party without restriction.

INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, all intellectual property developed solely by the Provider in connection with the Program shall remain the property of the Provider. Client-owned materials provided to the Provider remain Client property. The parties shall grant each other a non-exclusive, non-transferable license to use pre-existing materials solely to the extent necessary to perform their obligations under this Agreement. The Provider will use Program Data only for the purposes of performing the Program and will not use such data for unrelated commercial purposes.

INDEMNIFICATION

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

GOVERNING LAW

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 consent to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, overnight courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute a waiver of any subsequent breach. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture.

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