Terms and Conditions
HMS USA LLC shall have the exclusive right to provide billing services for the Client.
Non-Solicitation of Customers, Clients, And Employees.
- During the term of this Agreement and for two (2) years after the termination of this Agreement for any reason. Client and HMS USA LLC shall not:
- Directly or indirectly induce any customers or clients of the other party to patronize another party or any similar business.
- Directly or indirectly request or advise any customer or Client of the other party to withdraw, curtail, or cancel such customer's or client's business with the other party.
- Directly or indirectly disclose to any other person or entity the names or addresses of any of the customers or clients of the other party.
- Induce or attempt to induce any employee, agent or former employee or agent of the other party to leave the employment of the other party, or hire any such employee, agent or former employee or agent in any business or capacity; or
- Make any statement disparaging the other party or any member, principal, officer, director, shareholder, employee, or agent to any person or entity.
Each party shall keep confidential and not disclose to any other person or entity or use for its benefit (except as necessary to perform under this Agreement) any Confidential Information of the other party.
During the term of this Agreement and for one (1) year after the termination of this Agreement for any reason, Client and HMS USA LLC agree not to:
- Directly or indirectly engage in any business activity that competes with the other party's business; or
- Own, manage, operate, control, be employed by, participate in, or invest in any entity engaged in any business activity that competes with the other party's business.
Client shall indemnify, hold harmless, and defend HMS USA LLC from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach by Client of this Agreement.
Term and Termination
- This Agreement shall commence on the date of the last signature below and continue in full force and effect for one (1) year. After that, this Agreement shall automatically renew for successive one (1) year terms unless either party gives the other party written notice of its intention not to renew at least thirty (30) days before the expiration of the then-current term.
- Either party may terminate this Agreement for cause upon written notice to the other party if the other party:
- Breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof; or
- Commits an act of bankruptcy or insolvency, makes an assignment for the benefit of creditors or institutes any proceeding under any bankruptcy or insolvency law.
Suppose, for any reason, a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable. In that case, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect.
Governing Law And Venue
This Agreement and all matters arising out of or relating to this Agreement shall be governed by the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule.