KHCS D Line Agreement

KHCS D Line Agreement

This KHCS D Line Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: ("Client"), and Provider Name: ("Provider"). Client and Provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider operates and maintains D Line services, systems, and related technical and administrative support relevant to KHCS operations and Client desires to engage Provider to furnish specified D Line services under the terms set forth herein;

WHEREAS, Provider represents that it has the necessary experience, personnel, equipment, and authorizations to perform the services described in this Agreement, and Client desires to obtain such services from Provider in accordance with the scope and payment terms set forth below;

WHEREAS, the Parties intend that this Agreement memorialize their respective rights, obligations, and the procedures for performance, payment, confidentiality, and termination.

SCOPE OF WORK

Provider shall perform the services described above in a professional manner consistent with industry standards and shall furnish all labor, materials, equipment, permits, and supervision required for completion unless otherwise agreed in writing. Any change to scope shall be documented in a signed amendment specifying adjustments to price, schedule, and deliverables.

PAYMENT TERMS

Unless otherwise agreed in the Payment Schedule, Provider shall invoice Client net upon milestone completion as specified. Client shall pay each undisputed invoice within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus a late administrative fee of .

All amounts are payable in lawful currency of the United States unless otherwise stated. Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses supported by documentation.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon providing the other Party the number of days' written notice specified above. Either Party may terminate immediately for cause upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial and other information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") 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) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of Receiving Party; (ii) is lawfully received from a third party without restriction; or (iii) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information. Receiving Party shall return or destroy Confidential Information upon termination or upon written request. Monetary damages may be an inadequate remedy for breach of this Section, and Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Governing State specified above, without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any action arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all attachments and any written amendments executed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and understandings, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by authorized representatives of both Parties.

NOTICES

Notices shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized courier service to the addresses specified above, or to such other address as a Party may designate by written notice to the other Party.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or corporate reorganization provided the assignee assumes all obligations hereunder.

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