HIA Services Contract

HIA SERVICES CONTRACT

This HIA Services Contract (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: with principal place of business at and Service Provider Name: with principal place of business at .

RECITALS

WHEREAS, Client requires specialized services relating to HIA compliance, systems integration, and related advisory services (collectively, the "Services"); and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the Services and is willing to perform such Services on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth herein the scope, compensation, and other terms applicable to the Services.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires: (a) "Confidential Information" means all non-public information disclosed by a party in any form that is designated as confidential or that reasonably should be understood to be confidential; (b) "Deliverables" means any tangible or digital items, reports, analyses, software, and documentation produced by Service Provider in connection with the Services; and (c) other capitalized terms have the meanings set forth herein.

2. SCOPE OF SERVICES

Service Provider shall perform the services described in the Service Description attached hereto as Exhibit A and incorporated by reference, which shall include tasks, milestones, and Deliverables. A concise description of the primary Services is set forth below:

Service Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards. Service Provider shall provide qualified personnel, supervise all work, and remain responsible for the performance of its subcontractors.

3. TERM

The term of this Agreement shall commence on Start Date: and, unless earlier terminated in accordance with Section 12, shall continue until End Date: .

4. COMPENSATION AND PAYMENT

Client shall pay Service Provider fees in accordance with the fee schedule below. All fees are exclusive of applicable taxes unless otherwise stated.

Payment shall be due within days of receipt of a correct invoice. Invoices shall itemize work performed and any reimbursable expenses. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. EXPENSES

Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance of the Services, provided that Service Provider furnishes appropriate receipts or other documentation in support of such expenses.

6. CONFIDENTIALITY

Each party shall hold Confidential Information of the other party in strict confidence and shall not disclose such information to any third party except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Confidential Information shall not include information that (a) is or becomes publicly known other than by a breach of this Agreement; (b) was known to the receiving party without restriction prior to disclosure; or (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

The obligations in this Section shall survive termination of this Agreement for a period of five (5) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider shall retain ownership of its pre-existing intellectual property and methodologies. Client shall own Deliverables specifically created for Client under this Agreement upon full payment of all amounts due, subject to Service Provider's continuing ownership of its underlying tools, templates, know-how and software. Service Provider grants Client a non-exclusive, perpetual, worldwide license to use any such pre-existing materials included in the Deliverables solely for Client's internal business purposes.

8. WARRANTIES; DISCLAIMER

Service Provider represents and warrants that (a) it will perform the Services in a professional and workmanlike manner consistent with industry standards, and (b) it has the authority to enter into this Agreement. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. INDEMNIFICATION

Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Service Provider's gross negligence or willful misconduct in performing the Services, or (b) any breach by Service Provider of its representations, warranties or obligations under this Agreement. Client shall indemnify Service Provider to the extent arising out of Client's negligence, breach of this Agreement, or unauthorized use of the Deliverables.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMPENSATION PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE CLAIM AROSE.

11. INSURANCE

During the term of this Agreement, Service Provider shall maintain at its expense commercially reasonable insurance coverage, including but not limited to workers' compensation as required by law, commercial general liability insurance with limits of not less than per occurrence and professional liability (errors and omissions) insurance with limits of not less than . Upon request, Service Provider shall furnish certificates of insurance to Client evidencing such coverage.

12. TERMINATION

Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Client may terminate this Agreement for convenience upon days' prior written notice to Service Provider, in which case Client shall pay Service Provider for Services performed and expenses incurred up to the effective date of termination, including any non-cancellable obligations.

13. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the parties at the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section. Notices shall be deemed given upon personal delivery, next business day after overnight courier, or five (5) business days after deposit in the U.S. mail, certified or registered, postage prepaid.

14. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic image shall be binding for all purposes.

16. GOVERNING LAW

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

17. ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

18. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to best effectuate the original intent of the parties.

SIGNATURES

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