Business Services Prevoc

BUSINESS SERVICES PREVOC AGREEMENT

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

WHEREAS

WHEREAS, Provider is engaged in the business of delivering prevocational training, job-readiness coaching, and related support services tailored to assist individuals in obtaining and maintaining gainful employment; and

WHEREAS, Client desires to retain Provider to perform prevocational services for the Client's participants or employees in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the services provided will be described in detail in the Scope of Services below and that Provider will exercise professional skill, care and due diligence in performing such services.

SCOPE OF SERVICES

Provider shall furnish all personnel, equipment and materials necessary to perform the services described above. Provider will develop individual training plans, deliver group and individual instruction, conduct workplace simulations, and provide employer outreach as required to meet the objectives set forth in the applicable training plans.

PAYMENT TERMS

Client shall pay undisputed invoices within days of receipt. All invoices shall itemize services, hours, participant counts and any reimbursable expenses in reasonable detail.

Overdue amounts shall accrue interest at a rate of % per month (or the maximum allowed by law, if less), commencing after a grace period of days following the invoice due date. Client shall also reimburse Provider for reasonable costs of collection.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date.

Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed through the effective date of termination.

Upon termination, Provider shall deliver to Client all work product, participant records, and outstanding invoices. Client shall, within thirty (30) days of termination, pay Provider for all undisputed services performed and reimbursable expenses incurred up to the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other party ("Recipient") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes participant records, personal data, assessment results, curricula, pricing and business processes.

Recipient shall (a) 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; (b) not use Confidential Information for purposes other than performing its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, subcontractors or professional advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations shall not apply to information that (i) is or becomes public other than by a breach of this Agreement, (ii) was rightfully known to Recipient prior to disclosure, (iii) is independently developed by Recipient, or (iv) is required to be disclosed by law, provided Recipient gives prompt notice to Discloser and cooperates with Discloser in seeking protective measures.

INSURANCE AND COMPLIANCE

Provider shall maintain, at its own expense, general liability insurance and, where applicable, professional liability and workers' compensation insurance in amounts customary for Provider's industry and sufficient to cover its obligations under this Agreement. Provider shall comply with all applicable laws, regulations and licensing requirements in performing services.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid to Provider under this Agreement in the twelve (12) months preceding the claim.

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 laws principles.

ENTIRE AGREEMENT

This Agreement, together with any attachments, schedules or statements of work 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, understandings and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

ADDITIONAL TERMS

Subcontracting: Provider may engage subcontractors to perform portions of the services provided that Provider remains responsible for performance and compliance with this Agreement. Provider shall ensure subcontractors are bound by confidentiality and compliance obligations consistent with this Agreement.

Independent Contractor: Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employment, joint venture, agency, or partnership relationship between the parties.

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