Miscellaneous Program LPR

MISCELLANEOUS PROGRAM LPR AGREEMENT

This Miscellaneous Program LPR Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: , a business with Notice Address: , and Program Operator Name: , a business with Notice Address: .

RECITALS

WHEREAS, Service Provider operates a program known as Program LPR for the purpose of delivering specified program services and resources to eligible beneficiaries and possesses the personnel, experience, and equipment necessary to perform the services contemplated by this Agreement; and

WHEREAS, Program Operator desires to engage Service Provider to perform the program services described in this Agreement under the terms and conditions set forth below; and

WHEREAS, the parties wish to set forth their respective responsibilities, payment terms, confidentiality obligations, and other terms governing their relationship with respect to the Program LPR services.

SCOPE OF WORK

Service Provider shall provide the services, deliverables, and performance described below. All services shall be performed in a professional manner in accordance with industry standards and applicable law.

PAYMENT TERMS

As full consideration for the performance of the Scope of Work, Program Operator shall pay Service Provider the compensation set forth below in accordance with the schedule and invoice procedures stated herein.

Service Provider shall submit invoices to Program Operator. Payment is due within days of receipt of an undisputed invoice. Invoices shall itemize services performed and expenses incurred.

Unpaid amounts past the invoice due date shall accrue interest at per month, or a flat late fee of per late invoice, whichever results in greater recovery to the Service Provider, provided such fees are permitted by applicable law.

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 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 also terminate immediately for insolvency or unlawful conduct that materially impairs performance.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is or becomes generally known to the public through no fault of the receiving party, independently developed by the receiving party without use of the disclosing party's Confidential Information, or rightfully obtained from a third party without restriction.

The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) limit disclosure of Confidential Information to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. The obligations of confidentiality shall continue for a period of following termination or expiration of this Agreement, except with respect to trade secrets, for which protection shall continue for so long as such information qualifies as a trade secret under applicable law.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from a party's willful misconduct or breach of its confidentiality obligations, neither party's aggregate liability for claims arising under this Agreement shall exceed the total fees paid or payable under this Agreement in the twelve (12) months preceding the claim.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate in writing) by hand delivery, certified mail, or overnight courier, and shall be effective upon receipt.

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 conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If the dispute cannot be resolved within thirty (30) days, the parties may pursue any remedies available at law or in equity in the courts located within that state.

ENTIRE AGREEMENT

This Agreement, together with any attachments, schedules, and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and executed by both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors, and nothing in this Agreement creates an employer-employee, partnership, joint venture, or agency relationship. Each party warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder.

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