Financial Incentives MSA

FINANCIAL INCENTIVES MASTER SERVICES AGREEMENT

This Financial Incentives Master Services Agreement (the Agreement) is entered into as of (Effective Date) by and between:

PARTIES

RECITALS

WHEREAS, Client seeks to obtain financial incentives, rebates, credits, grants, or other monetary benefits (Incentives) available from third-party programs; and

WHEREAS, Provider has the experience, personnel, and systems to identify, apply for, manage, and collect such Incentives on Client's behalf; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

DEFINITIONS

"Incentive Program" means any third-party program that offers monetary or non-monetary incentives which Provider may pursue on behalf of Client. "Services" means the activities described in Section: Scope of Services. "Confidential Information" means information designated as confidential or that reasonably should be understood to be confidential. Other defined terms have the meanings set forth in the Agreement.

SCOPE OF SERVICES

Provider shall identify applicable Incentive Programs, prepare and submit applications and supporting documentation, manage correspondence with program administrators, track application status, perform appeals where applicable, and, if successful, secure and administer Incentive payments for Client in accordance with program rules and the terms of this Agreement.

INCENTIVE SCHEDULE

The parties may execute one or more Incentive Schedules describing program-specific terms. Initial schedule entries may be set forth below.

COMPENSATION & PAYMENT TERMS

Client shall pay Provider fees based on collected Incentives unless otherwise specified in an applicable Incentive Schedule. Fees become due upon Provider's receipt of funds attributable to an Incentive.

REPORTING, RECORDS & AUDIT RIGHTS

Provider shall maintain complete and accurate records of all activities, applications, correspondence, and receipts related to Incentive Programs. Provider will provide Client with quarterly written reports detailing submissions, status, amounts requested, and amounts received.

Client shall have the right, upon reasonable notice and during normal business hours, to audit Provider's records that directly relate to Incentives for a period of three (3) years following final payment. If an audit reveals underpayment by Provider, Provider shall promptly remit the deficiency plus interest at the lesser of 1.5% per month or the maximum allowable by law.

CONFIDENTIALITY & DATA SECURITY

Each party shall protect the other party's Confidential Information with at least the same degree of care it uses to protect its own similar confidential information, but no less than reasonable care. Provider shall implement and maintain administrative, technical, and physical safeguards appropriate to the nature of the data processed in connection with Incentive Programs.

COMPLIANCE WITH LAWS & PROGRAM RULES

Provider shall comply with all applicable laws, regulations, and the terms and conditions of third-party Incentive Programs. Client shall provide accurate information and reasonable cooperation necessary for Provider to perform the Services. Client represents and warrants that information provided to Provider is true, complete, and not misleading.

REPRESENTATIONS, WARRANTIES & INDEMNIFICATION

Each party represents that it has the right to enter into this Agreement and to perform its obligations hereunder. Provider warrants that Services will be performed in a professional and workmanlike manner. Client shall indemnify, defend and hold Provider harmless from any third-party claims arising from Client's false statements, omissions, or failure to comply with program rules. Provider shall indemnify Client from claims arising from Provider's gross negligence or willful misconduct.

LIMITATION OF LIABILITY

Except for breaches of confidentiality, indemnity obligations, or willful misconduct, neither party shall be liable to the other for indirect, incidental, consequential, punitive or special damages. Aggregate liability for direct damages shall not exceed the total fees paid to Provider under this Agreement during the twelve (12) months preceding the event giving rise to liability.

TERM & TERMINATION

This Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with this Agreement. Either party may terminate for material breach if the breach remains uncured for thirty (30) days following written notice. Termination shall not affect obligations that by their nature survive termination, including payment obligations, confidentiality, audit rights, and indemnities.

INSURANCE

Provider shall maintain commercial general liability and professional liability insurance with limits sufficient to support its obligations hereunder, and shall furnish certificates of insurance upon Client's reasonable request.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties relating to the Services and supersedes all prior agreements. Any amendment must be in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets provided the assignee assumes the obligations hereunder.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below by personal delivery, certified mail, overnight courier, or other method providing proof of delivery, and shall be deemed given upon receipt.

ADDITIONAL TERMS

ACKNOWLEDGMENTS

Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. The individuals signing below represent and warrant that they are authorized to bind their respective party to this Agreement.

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