Business SPHRR Document

BUSINESS SPHRR AGREEMENT

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

RECITALS

WHEREAS, Client Name: , requires specialized professional services related to Security, Privacy, Health, Risk and Resilience (SPHRR) assessments, planning, and advisory services; and

WHEREAS, Service Provider Name: , represents that it has the personnel, expertise, and resources to provide such SPHRR services under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described below (collectively, "Services"). Services will include assessment, documentation, recommendations, implementation guidance, and periodic review as applicable. Specific deliverables, milestones, and acceptance criteria shall be set forth in the Scope of Work field below.

PAYMENT TERMS

Client shall pay Service Provider the fees for Services as set forth below. All fees are due in U.S. Dollars and are exclusive of taxes unless otherwise stated.

Any undisputed invoiced amount not paid within days after the invoice due date shall accrue interest at per month (or the maximum lawful rate, if lower). Client is responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written Notice Period: days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party relating to business operations, security controls, risk assessments, health-related data, trade secrets, and other proprietary information, whether marked confidential or otherwise reasonably understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only for performance or receipt of the Services; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors having a need to know and subject to confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is: (i) publicly known through no breach by the receiving party; (ii) rightfully received from a third party without restriction; or (iii) independently developed without use of Confidential Information. Each party shall return or destroy Confidential Information upon termination or request.

LIMITATION OF LIABILITY; INSURANCE

Except for breaches of confidentiality, willful misconduct, gross negligence, or claims arising from violation of law, neither party shall be liable for consequential, incidental, special, punitive, or exemplary damages. The Service Provider shall maintain professional liability and cyber/security insurance in commercially reasonable amounts and shall provide certificates upon request.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of State: , without regard to its conflicts of law principles. The parties agree that exclusive jurisdiction for any dispute arising under this Agreement shall lie in the state or federal courts located within that state unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT

This Agreement, including any exhibits or mutually executed statements of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements, proposals, representations, and understandings. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES AND CONTACTS

REPRESENTATIONS AND WARRANTIES

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 performed in a professional and workmanlike manner consistent with industry standards. Client warrants that it will provide timely access to personnel, facilities, and information necessary for performance of the Services.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other or subsequent breach. The parties are independent contractors; nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

ENTITY INFORMATION

Client Entity Type: Corporation LLC Other

Service Provider Entity Type: Corporation LLC Other

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