Business Well Template

BUSINESS WELL AGREEMENT

This Business Well Agreement ("Agreement") is entered into as of Effective Date: by and between:

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to perform business wellness, organizational health, and operational improvement services designed to enhance employee well-being and business performance; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to deliver the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions governing the engagement, deliverables, payment, confidentiality, and termination of this engagement.

Scope of Work

Service Provider shall perform the services described below and any mutually agreed written additions or amendments. Service Provider shall provide qualified personnel, materials, and management as required to perform the work in a professional and timely manner.

Payment Terms

In consideration for the services rendered, Client shall pay Service Provider in accordance with the schedule and amounts set forth below. All payments are due in United States dollars unless otherwise agreed.

Payments not received within thirty (30) days of invoice date shall be subject to the agreed late fee and may result in suspension of services until all amounts are brought current. Client shall reimburse Service Provider for reasonable costs of collection, including attorneys' fees if collection becomes necessary.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above following written notice. Termination shall not relieve Client of liability for fees earned or expenses incurred through the effective date of termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether oral, written, electronic or other 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.

Receiving Party shall (a) not use Confidential Information except as necessary to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors, and agents having a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) 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.

Mutual confidentiality — both parties are Disclosing Parties and Receiving Parties.

One-way confidentiality — only Client's information is Confidential Information.

Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party provides prompt notice to the Disclosing Party and cooperates in any effort to seek confidential treatment or a protective order.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as either party may designate in writing. Notices shall be deemed effective upon personal delivery, confirmed electronic transmission, or three (3) business days after deposit with a nationally recognized overnight courier.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in the performance of this Agreement. Except for a party's indemnification obligations or a breach of confidentiality, neither party shall be liable 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 twelve (12) month period preceding the claim.

Entire Agreement

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No amendment or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by both parties.

Other Provisions

Except as otherwise provided, neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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