Specialist Information Form

SPECIALIST INFORMATION FORM

This Specialist Information Form and Agreement (the Agreement) is made between Client Name: and Specialist Name: , effective as of Effective Date: .

WHEREAS

WHEREAS, Client desires to engage Specialist to perform certain professional services described herein and to obtain information necessary for administration, compliance, and payment; and

WHEREAS, Specialist represents that Specialist has the qualifications, licenses, insurance, and expertise necessary to perform the services set forth in this Agreement and will provide accurate identifying and professional information to Client; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows.

SPECIALIST INFORMATION

Individual   LLC   Corporation   Other (specify):

Insurer: Policy #: Coverage Limits:

SCOPE OF WORK

Specialist shall perform the professional services described below. The description below will govern the services to be provided unless modified in a written change order signed by both parties.

PAYMENT TERMS

Client shall pay Specialist in accordance with the terms set forth below. All fees are payable in United States dollars unless otherwise agreed in writing.

Late Payment: If any undisputed invoice is not paid within days of the invoice due date, interest will accrue at or the maximum rate permitted by law, whichever is lower.

Taxes: Specialist is responsible for all taxes associated with compensation paid under this Agreement unless otherwise stated in writing.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as set forth below.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public, proprietary, or sensitive information disclosed by one party to the other, whether oral, written, electronic, or otherwise, that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations and exercise its rights under this Agreement; (b) protect Confidential Information with 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 third parties except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement by the receiving party; (ii) was lawfully in the receiving party’s possession prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is rightfully received from a third party without breach of any obligation of confidentiality.

INSURANCE AND COMPLIANCE

Specialist shall maintain at its expense all licenses, permits, and insurance required by applicable law or reasonably necessary to perform the services. Upon request, Specialist shall furnish certificates of insurance evidencing coverage and naming Client as an additional insured where required by written agreement.

REPRESENTATIONS, WARRANTIES, AND INDEMNITY

Specialist represents and warrants that Specialist has the authority and capacity to enter into this Agreement, that all information provided in this form is true and correct, and that Specialist will perform services in a professional and workmanlike manner in accordance with industry standards.

Indemnity: Specialist shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of Specialist’s negligent acts, willful misconduct, or breach of this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall first attempt to resolve disputes through good faith negotiation; if unresolved, disputes shall be resolved in state or federal court located in the county of the governing law state.

ENTIRE AGREEMENT

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

ACKNOWLEDGMENT AND CERTIFICATION

By signing below, Specialist certifies that the information provided in this form is true and accurate to the best of Specialist’s knowledge, that Specialist is authorized to execute this Agreement, and that Specialist will notify Client promptly of any material change to the information provided.

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