Business Document PP

Business Document PP

Parties

Recitals

WHEREAS, Client Name: desires to obtain certain professional services from Service Provider Name: ; and

WHEREAS, the parties wish to set forth the terms and conditions under which the services will be performed, commencing on Effective Date: .

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

Scope of Work

Service Provider shall perform the services described below for Client in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services rendered.

All payments are due as set forth above. Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses. Service Provider shall submit invoices itemizing services performed and expenses incurred. Unless otherwise set forth, disputes as to invoices must be submitted in writing within seven (7) days of receipt; undisputed portions remain payable.

Term and Termination

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than Notice Period (days): days prior to the effective date of termination. Either party may terminate immediately for material breach if such breach remains uncured for a period of thirty (30) days following written notice describing the breach.

Upon termination, Service Provider shall deliver to Client all work product to date and Client shall pay for all services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether in written, electronic, or oral form, 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 excludes information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) was known to the receiving party prior to disclosure as demonstrated by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information only for the performance of this Agreement, (ii) restrict disclosure to employees and contractors with a need to know who are bound by confidentiality obligations at least as protective as those herein, and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. These confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, provided that trade secrets shall be protected for so long as they retain trade secret status.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses, damages, liabilities and expenses arising from the indemnifying party's gross negligence or willful misconduct in connection with its performance under this Agreement.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EACH PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of State: 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.

Entire Agreement; Amendment

This Agreement, together with any exhibits or statements of work expressly incorporated herein, 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 oral or written. No amendment or modification shall be binding unless executed in writing by authorized representatives of both parties.

Miscellaneous

Relationship of the Parties: Service Provider is an independent contractor. Nothing in this Agreement shall be deemed to create a partnership, joint venture, employment relationship, or agency between the parties. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

Notices shall be in writing and delivered to the addresses set forth above or such other addresses as the parties may designate in writing. Any provision that by its nature should survive termination shall survive.

Sign Now