Business Document Merged PDF

Business Document Merged PDF

Parties

Provider Name:

Client Name:

Recitals

WHEREAS, Provider is engaged in the business of providing professional services and solutions as described herein and represents that it has the skill, experience, and resources necessary to perform the services; and

WHEREAS, Client desires to engage Provider to perform certain services on the terms and conditions set forth in this Agreement, and Provider desires to provide such services to Client; and

WHEREAS, the parties intend that this Agreement set forth the entire understanding between them with respect to the subject matter hereof.

Scope of Work

Provider shall provide the services described below. Provider will perform the services in a professional manner in accordance with industry standards and within the timeframes set forth by the parties.

Payment Terms

Client agrees to pay Provider the fees set forth below in consideration for the services. Fees are exclusive of taxes unless otherwise stated.

All undisputed invoices are due within days from invoice date. Disputed amounts must be notified in writing within days of receipt of the invoice.

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach upon written notice if the breach remains uncured after the notice period set forth above. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Confidentiality

"Confidential Information" means all nonpublic information disclosed by a party to the other party, whether oral or written, that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) protect Confidential Information of the other party using the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those contained herein.

Confidential Information shall not include information that: (i) is or becomes generally known through no breach of this Agreement; (ii) is received from a third party without breach of any obligation of confidentiality; or (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles.

Indemnification and Liability

Each party shall indemnify and hold harmless the other party from and against losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from third-party claims to the extent resulting from that party's negligence, willful misconduct, or material breach of this Agreement. Except for indemnification obligations and willful misconduct, neither party shall be liable for special, incidental, consequential, or punitive damages.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by notice).

Entire Agreement

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications, and understandings, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its business or assets.

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