Business Document Percy Document

BUSINESS DOCUMENT PERCY DOCUMENT

Parties

Recitals

WHEREAS, Client Name: desires to engage Service Provider Name: to perform certain business services on the terms set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform the services described below and is willing to perform such services for Client pursuant to the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

Scope of Work

Service Provider shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The description of services, deliverables, milestones and acceptance criteria are set forth in the space below. Any material change to the Scope of Work shall require prior written amendment signed by both parties.

Payment Terms

Client agrees to pay Service Provider the compensation set forth below in exchange for the services rendered. All fees are exclusive of taxes unless otherwise agreed in writing.

Invoices not paid within the Payment Due period shall accrue the Late Fee set forth above, and Client shall also be responsible for reasonable costs of collection, including attorneys' fees, if collection is necessary.

Term and Termination

This Agreement shall commence on Effective Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least Notice Period (days): prior to the intended termination date. Either party may terminate immediately for material breach if the breach remains uncured for thirty (30) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party to the other, whether written, oral or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. The receiving party shall (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or affiliates with a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that is or becomes publicly available other than through a breach of this Agreement, is already in the receiving party's possession without restriction, is lawfully received from a third party without an obligation of confidentiality, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, the receiving party shall return or destroy all Confidential Information and certify such return or destruction upon request.

Representations; Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider further represents that the services will be performed in a competent and professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NO PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Indemnification; Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct. Except for liability arising from a party's gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability shall be limited to the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by an authorized representative of each party.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below (or such other address as either party may designate in writing) by personal delivery, nationally recognized courier, or certified mail (return receipt requested).

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship or agency relationship between the parties. Headings used in this Agreement are for convenience only and shall not affect interpretation.

Sign Now