Business Services HC-2

Business Services HC-2

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional business services including consulting, implementation, and ongoing support, and possesses the skills, personnel, and resources necessary to perform the services described in this Agreement; and

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

WHEREAS, the parties intend that the work performed pursuant to this Agreement be described and limited as set forth in the Scope of Work section below.

Scope of Work

Service Provider shall perform the services and deliverables set forth below. The services shall include, without limitation, the tasks, milestones, deliverables, acceptance criteria, and performance standards described by the parties.

Payment Terms

Client shall pay Service Provider for the services described in the Scope of Work in accordance with the following payment provisions.

Invoices shall be submitted by Service Provider to Client and become due and payable within days of receipt unless otherwise specified in a milestone statement. Payments not received within the stated period shall incur a late fee of per month, compounded monthly, or a flat fee of , whichever is greater.

Client is responsible for all taxes, duties, and withholding related to payments under this Agreement, except for taxes based on Service Provider's net income. Reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in the performance of services shall be reimbursed by Client upon presentation of supporting receipts.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach that is not cured within thirty (30) days of receipt of written notice specifying the breach. 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 acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party shall (a) use Confidential Information only for performance under this Agreement, (b) restrict disclosure to its employees and subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein, and (c) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) is rightfully obtained from a third party without restriction, (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law or valid order of a court or governmental authority, provided the receiving party gives prompt written notice where permitted and cooperates in reasonable efforts to limit disclosure.

Representations, Warranties and Indemnity

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be provided in a professional and workmanlike manner consistent with industry standards. Service Provider's sole and exclusive remedy and Client's sole and exclusive remedy for breach of the foregoing warranty shall be re-performance of the deficient services or, if Service Provider cannot re-perform, a refund of the fees attributable to the nonconforming services.

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement, subject to the indemnified party's prompt notice and reasonable cooperation in the defense of any such claim.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnity obligations, in no event shall either party be liable to the other for consequential, incidental, special, punitive or exemplary damages, and each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the six (6) months preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties shall first attempt to resolve any dispute through good faith negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the governing state, and each party consents to personal jurisdiction and venue therein.

Miscellaneous; Entire Agreement

This Agreement, including all exhibits and statements of work incorporated herein, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign 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.

Acknowledgements

Each party acknowledges that it has read and understands this Agreement, that it has had the opportunity to consult with counsel, and that it enters into this Agreement voluntarily.

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