Business Service Program

BUSINESS SERVICE PROGRAM

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

RECITALS

WHEREAS, Client seeks to enroll in the Business Service Program identified as Program Name: , under the terms and services described below;

WHEREAS, Service Provider represents that it possesses the personnel, systems and expertise necessary to provide program services, including advisory, implementation and ongoing support services as set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to enrollment, performance standards, compensation and confidentiality under this Business Service Program.

PARTY CONTACTS

SCOPE OF WORK

Service Provider shall deliver services and deliverables in accordance with the program components, milestones and performance standards set forth in this Section. The scope includes program onboarding, periodic assessments, implementation support, training, and monthly reporting as detailed below. All services shall be performed by qualified personnel in a professional manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider the Total Program Fee set forth below in accordance with the following schedule. Unless otherwise agreed in writing, all fees are non-refundable except as expressly set forth in this Agreement.

TERM AND TERMINATION

The initial term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for convenience upon giving the other party at least Notice Period (days): days' prior written notice. Either party may terminate immediately for material breach if the breach remains uncured for a period of thirty (30) days following written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party that is designated confidential or that by its nature would reasonably be considered confidential. Each party agrees to: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses for its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees and contractors who have a need to know and are bound by obligations of confidentiality no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided that the disclosing party gives prompt notice and cooperates to obtain confidential treatment or a protective order.

LIABILITY AND INSURANCE

Except for liability arising from willful misconduct or gross negligence, neither party's aggregate liability for claims relating to this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period immediately preceding the claim. Service Provider shall maintain commercially reasonable insurance coverage appropriate to the services provided and shall provide certificates of insurance upon request.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to rules regarding conflicts of law. The parties shall use good faith negotiations to resolve disputes; if unresolved within sixty (60) days, the parties may pursue any available legal or equitable remedies.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments executed by the parties, 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 or modification 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 set forth above or to such other address as a party may designate by written notice. Notices may be delivered by hand, overnight courier, certified mail (return receipt requested), or by verified electronic transmission where receipt is confirmed.

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 Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

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