Legal PHS Document

LEGAL PHS DOCUMENT

This Public Health Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: , an entity organized as Entity Type: Corporation Partnership Government Agency with principal place of business at (hereinafter "Provider"), and Client Name: , with principal place of business at (hereinafter "Client"). Provider and Client are each a "Party" and collectively the "Parties".

RECITALS

WHEREAS, Provider possesses expertise, personnel and capability to perform public health services described herein and to support Client's public health programs and initiatives; and

WHEREAS, Client desires to retain Provider to perform such services on the terms and conditions set forth in this Agreement for the protection of public health and welfare; and

WHEREAS, the Parties intend to allocate responsibilities, data stewardship, and financial compensation between them in writing through this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Services" means the public health services, deliverables, reports and related activities to be performed by Provider as described in Section 2. "Confidential Information" means information disclosed by one Party to the other that is marked or reasonably understood to be confidential, including but not limited to personally identifiable information, protected health information, technical data, and business information. "Applicable Law" means all federal, state and local statutes, regulations and rules applicable to the Parties' performance under this Agreement.

2. SCOPE OF SERVICES

Provider shall perform the Services described in the Service Description attached to this Agreement or provided in writing by the Parties. Describe Services in detail:

Provider shall perform Services in a professional and workmanlike manner consistent with industry standards and shall assign personnel qualified to perform the Services. Provider shall maintain documentation sufficient to demonstrate performance of the Services.

3. TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided below.

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

4. COMPENSATION AND PAYMENT

As full compensation for the Services, Client shall pay Provider fees in accordance with the following schedule. Fee amount (if applicable): Payment shall be invoiced on a(n) basis and due within days of invoice receipt.

Client shall not be obligated to pay for Services that Provider has not performed in accordance with the specifications in this Agreement. Disputed amounts must be raised in writing within 30 days of invoice; undisputed amounts remain payable.

5. CONFIDENTIALITY AND DATA PROTECTION

Each Party shall maintain the confidentiality of Confidential Information disclosed by the other Party and shall use such information only for the performance of this Agreement. Parties shall implement administrative, physical, and technical safeguards appropriate to the sensitivity of the data, including but not limited to encryption, access controls, and role-based permissions.

If Protected Health Information or other personal data is exchanged, the Parties shall comply with all Applicable Law governing privacy and data protection. In the event of a suspected or confirmed security breach affecting Confidential Information, Provider shall notify Client without unreasonable delay and in no event later than days after discovery, and shall cooperate with investigations and mitigation.

6. INDEMNIFICATION; LIMITATION OF LIABILITY

Provider shall indemnify, defend and hold harmless Client, its officers, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Provider's negligence, willful misconduct, or breach of this Agreement. Client shall indemnify Provider for claims arising from Client's negligence or improper use of Services.

Except for indemnification obligations and breaches of confidentiality or data protection obligations, neither Party's aggregate liability arising out of or relating to this Agreement shall exceed . Neither Party shall be liable for consequential, incidental, indirect or punitive damages except to the extent such damages arise from fraud or willful misconduct.

7. INSURANCE

Provider shall maintain insurance coverages customary for the Services, including commercial general liability, professional liability (if applicable), and workers' compensation. Minimum limits (per occurrence) are:

8. RECORDS, AUDIT AND REPORTING

Provider shall retain records related to the Services and financial transactions for a period of years following termination or expiration of this Agreement. Client or its authorized representatives shall have the right to audit work product, invoices and supporting documentation upon reasonable prior notice and during normal business hours.

9. COMPLIANCE WITH LAW

Each Party shall perform its obligations under this Agreement in compliance with Applicable Law, including laws governing privacy, public health reporting, licensing, and employment. Each Party shall obtain and maintain all licenses and permits necessary to perform its obligations.

10. NOTICES

Provider Notice Contact

Client Notice Contact

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may only be amended or modified by a written instrument executed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

12. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation and, if unresolved, by mediation prior to initiating litigation. Either Party may seek equitable relief for breaches of confidentiality or data protection obligations.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with 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, proposals, and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

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