Provider Establishment Agreement

Provider Establishment Agreement

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

WHEREAS

WHEREAS, Client seeks to engage Provider to establish and implement specified services and business arrangements as described in this Agreement; and

WHEREAS, Provider represents that it has the professional capability, licenses and personnel necessary to perform the services described in this Agreement in accordance with applicable law and accepted industry standards.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. Scope of Work

Provider shall perform the services described above in a professional and workmanlike manner and shall comply with all applicable laws, regulations and industry standards. Provider shall furnish qualified personnel, obtain and maintain all required permits and licenses, and shall be responsible for all employer obligations for its personnel.

2. Payment Terms

Any amounts not paid within days of the invoice due date shall accrue interest at a rate of % per month (or the maximum rate permitted by law), together with any collection costs, including attorneys' fees.

All fees are exclusive of taxes; Client shall be responsible for any applicable sales, use, excise or other taxes arising from the payments under this Agreement, except taxes based on Provider's net income.

3. Term and Termination

The term of 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 without cause upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Provider shall cease performance and submit a final invoice covering all services performed through the effective date of termination, and Client shall pay Provider for all undisputed fees for services rendered up to the effective date of termination.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written or electronic, 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. Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party; (ii) was in the receiving party's possession prior to receipt from the disclosing party without restriction on use or disclosure; (iii) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall (a) use Confidential Information solely for the purposes of performing under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except as necessary to perform the Agreement and subject to confidentiality obligations at least as protective as those herein. Upon termination or written request, the receiving party shall promptly return or destroy the disclosing party's Confidential Information and certify such return or destruction in writing.

The obligations under this Section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

5. Relationship of Parties; Insurance; Indemnity

Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee relationship, joint venture, partnership or agency. Provider shall be solely responsible for all employment taxes and benefits for its personnel.

Provider shall maintain insurance coverage appropriate to the services performed, including commercial general liability and professional liability insurance where applicable, and shall provide evidence of such insurance upon Client's request.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct, except to the extent caused by the indemnitee's negligence or willful misconduct.

6. 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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

7. Entire Agreement; Amendments

This Agreement, together with any attachments and written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

8. Notices

Notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail return receipt requested, or by nationally recognized overnight courier, to the addresses provided above, or to such other address as a party may designate by notice to the other.

9. Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. The parties shall negotiate in good faith a substitute provision that, to the extent possible, effectuates the original intent.

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