Business Services IHSP

BUSINESS SERVICES IHSP

This Business Services Agreement (the Agreement) is entered into between Service Provider: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing business services related to IHSP, including consulting, implementation, and ongoing support as specified herein; and

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement under the terms and conditions set forth below; and

WHEREAS, the parties intend that the services be provided pursuant to the statements, schedules, and payment terms contained in this Agreement.

SCOPE OF WORK

Service Provider shall provide the services described below. Services shall be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider in accordance with the following terms. All payments shall be made in United States dollars unless otherwise agreed in writing.

Invoices shall be issued in accordance with the payment schedule and are due within days of invoice receipt. Late payments shall accrue interest at the rate of % per month, compounded monthly, or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to the effective termination date. Either party may terminate for material breach if the breach is not cured within days after written notice of such breach.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally, in writing, or by inspection of tangible objects, 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.

The Receiving Party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information shall not include information that: (a) is or becomes generally available to the public other than through a breach by the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

ADDITIONAL PROVISIONS

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Service Provider is responsible for all taxes and other obligations arising from compensation paid under this Agreement.

Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against any third party claim arising out of the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct, except to the extent caused by the negligence or willful misconduct of the other party.

Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, or punitive damages, and each party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the preceding twelve (12) months.

ENTIRE AGREEMENT

This Agreement, including any attachments and written statements of work incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether written or oral, relating to the subject matter hereof. Any modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

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 either party designates by written notice to the other.

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