Business SST Plan

Business SST Plan

This Business SST Plan (the "Plan") is entered into effective as of by and between Company Name: and Service Provider Name: .

Recitals

WHEREAS, Company operates business activities that require a coordinated Safety, Security and Training program ("SST") to manage operational risk, protect personnel and secure facilities; and

WHEREAS, Service Provider possesses expertise and resources to design, implement and administer an SST program tailored to Company's operations; and

WHEREAS, the parties desire to set forth the scope of services, compensation, term, confidentiality obligations and other terms governing the SST services to be provided under this Plan.

Scope of Work

Service Provider shall perform and deliver the following services as part of the SST Plan. Detailed tasks, deliverables, milestones and acceptance criteria shall be set forth below and constitute a binding part of this Plan.

Payment Terms

In consideration for the services described in the Scope of Work, Company shall pay Service Provider as follows.

Any undisputed amount not paid within the specified payment period shall accrue interest at the rate of per month, or the maximum rate permitted by applicable law if lower. In addition to interest, Company shall pay reasonable costs of collection, including attorneys' fees.

Term and Termination

This Plan shall commence on and continue until unless earlier terminated in accordance with this Plan.

Either party may terminate this Plan for convenience upon written notice delivered at least days prior to termination. Either party may terminate for material breach by the other party if the breaching party fails to cure within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Company of its obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Plan, including operational procedures, security protocols, employee training materials, pricing and business plans. The receiving party shall (i) use Confidential Information solely to perform obligations under this Plan; (ii) restrict disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidential Information does not include information that is (a) publicly available through no fault of the receiving party; (b) already known to the receiving party at the time of disclosure as demonstrated by contemporaneous written records; or (c) rightfully obtained from a third party without breach of an obligation of confidentiality. If the receiving party is compelled by law to disclose Confidential Information, it shall provide prompt written notice and cooperate to seek a protective order or other appropriate remedy.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Service Provider assigns to Company all right, title and interest in and to any deliverables, custom reports, training curricula and materials prepared specifically for Company under this Plan. Service Provider retains ownership of its general methodologies, templates and tools developed prior to or independently of this Plan, provided such retention does not restrict Company's rights to the specific deliverables created for Company.

Liability and Insurance

Each party's liability for direct damages arising under this Plan shall be limited to direct damages up to the total amount paid or payable under this Plan in the twelve (12) month period preceding the claim. In no event shall either party be liable for consequential, incidental, special or punitive damages. Service Provider shall maintain commercial general liability and professional liability insurance in amounts reasonable for the industry's standards and shall provide certificate evidence upon request.

Governing Law

This Plan shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes.

Entire Agreement

This Plan, including any exhibits or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. No amendment or waiver of any provision of this Plan shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Plan is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Notices required under this Plan shall be in writing and delivered to the addresses set forth above by hand, certified mail, or nationally recognized overnight courier, and shall be effective upon receipt.

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