Business Services HAP Contract

BUSINESS SERVICES HAP CONTRACT

This Business Services HAP Contract (the Agreement) is entered into as of by and between:

Service Provider:

Client:

Recitals

WHEREAS, Service Provider is engaged in the business of providing business operations, administrative support, and related professional services (the Services); and

WHEREAS, Client desires to engage Service Provider to perform specific HAP-related business services described in this Agreement, and Service Provider is willing to perform such services under the terms and conditions set forth herein;

WHEREAS, the parties desire to set forth their respective rights and obligations in writing.

Scope of Work

The Services shall include all tasks reasonably necessary to accomplish the objectives described above, including without limitation staffing, documentation, reporting, and coordination with Client personnel. Any material change to the scope will require a written change order executed by both parties.

Payment Terms

Provider will submit invoices to Client in accordance with the payment schedule. Payment is due within days of receipt of a proper invoice. Invoices will itemize Services performed, dates, and any reimbursable expenses.

Late payments shall accrue interest at per month, or the maximum rate permitted by law, whichever is lower. Client is also responsible for reasonable collection costs, including attorneys' fees, if payment collection is required.

Term and Termination

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Upon termination for convenience, Client will pay for Services performed and approved expenses through the effective termination date.

Confidentiality

Each party acknowledges that in the course of performance it may receive or access Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in written, electronic, or oral form that is designated as confidential or that reasonably should be understood to be confidential.

Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Confidential obligations will survive termination for a period of three (3) years, except for trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

Insurance and Compliance

Service Provider shall maintain insurance customary for the Services, including general liability and professional liability insurance, in commercially reasonable amounts. Service Provider shall comply with all applicable laws, rules, and regulations in performing the Services.

Indemnification

Each party (Indemnifying Party) agrees to indemnify, defend, and hold harmless the other party from and against all third-party claims, liabilities, damages, and costs (including reasonable attorneys' fees) arising out of the Indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement.

Notices

All notices shall be in writing and sent by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses specified above or such other address as a party may designate in writing.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve disputes promptly through negotiation. If negotiation fails, disputes shall be resolved in the state or federal courts located in the jurisdiction specified above.

Entire Agreement

This Agreement, including any exhibits or attachments hereto and any properly executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment or modification of this Agreement shall be binding unless executed in writing by both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates a joint venture, partnership, or agency relationship except as expressly provided herein.

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