Healing Hand Tech Services Agreement

Healing Hand Tech Services Agreement

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

Recitals

WHEREAS, Service Provider is engaged in the business of providing technical services including but not limited to software support, system configuration, secure data handling, and remote troubleshooting; and

WHEREAS, Client desires to retain Service Provider to perform the services described in this Agreement and Service Provider agrees to provide such services under the terms and conditions set forth herein.

WHEREAS, the parties intend that this Agreement define the scope, payment terms, confidentiality obligations, and other responsibilities of each party.

Scope of Work

Service Provider shall perform the services and deliverables described below in accordance with the standards of care and skill customary in the industry. Specific tasks, deliverables, milestones, and acceptance criteria are set forth in the space provided.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for performance of the Services. All fees are payable in United States Dollars unless otherwise agreed in writing.

Payments are due within days of invoice unless otherwise agreed. Late payments shall accrue interest at a rate of on the outstanding balance, or the maximum rate permitted by law if lower.

Client is responsible for all applicable taxes, duties, and governmental assessments related to payments to Service Provider; Service Provider shall invoice applicable taxes where required by law.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and costs incurred through the effective date of termination, together with any accrued but unpaid fees for work in progress. Service Provider shall deliver any completed deliverables and reasonable documentation necessary for Client to transition services.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other 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. Each receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit access to Confidential Information to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) protect Confidential Information from unauthorized disclosure with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall remain protected for as long as they remain trade secrets under applicable law. Disclosure compelled by law is permitted only after receiving prior written notice to the disclosing party and cooperating, at the disclosing party's expense, in any reasonable lawful efforts to limit disclosure.

Intellectual Property and Work Product

Except as expressly set forth in writing, Service Provider retains all rights, title, and interest in its pre-existing software, tools, methodologies and general know-how. To the extent Service Provider creates custom deliverables for Client under this Agreement, ownership of those deliverables will be transferred to Client upon full payment, except for any underlying pre-existing materials of Service Provider, which are licensed to Client on a non-exclusive, non-transferable, royalty-free basis to the extent incorporated in the deliverables.

Limitation of Liability and Indemnity

Except for liability arising from gross negligence, willful misconduct, or a party's breach of its confidentiality or intellectual property obligations, each party's aggregate liability under this Agreement shall not exceed or the total fees paid by Client to Service Provider in the twelve months preceding the claim, whichever is greater.

Service Provider shall defend, indemnify and hold Client harmless from third-party claims to the extent arising from Service Provider's breach of representations in this Agreement or the negligence or willful misconduct of Service Provider in performing the Services. Client shall indemnify Service Provider for claims arising from Client's misuse of the deliverables or Client-provided materials.

Compliance with Laws and Data Security

Each party shall comply with applicable laws, regulations, and industry standards in performing its obligations under this Agreement. Service Provider shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Client's data against unauthorized access, use, alteration or destruction.

Notices

Notices shall be in writing and delivered to the addresses below by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested, or by electronic mail with confirmation of receipt.

Governing Law; Entire Agreement

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.

This Agreement, together with any attachments and statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter 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.

Miscellaneous

The parties are independent contractors. Neither party is an agent, employee or partner of the other. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor by merger or sale of substantially all assets provided the assignee assumes all obligations hereunder.

If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The failure of a party to enforce any right or remedy shall not constitute a waiver of that right or remedy.

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