Business MPE Template

Business MPE Template

This Business Master Project Engagement Agreement (the Agreement) is entered into effective as of by and between:

WHEREAS

WHEREAS, Client engages Service Provider to perform the services and deliverables described in this Agreement, and Service Provider has represented that it has the skill, experience, personnel and resources necessary to perform such services in a professional manner; and

WHEREAS, the parties desire to establish a master engagement under which discrete projects, statements of work, and tasks may be undertaken pursuant to the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

The Service Provider shall perform the services described above in accordance with the schedule, milestones, and acceptance criteria set forth in each project addendum executed under this Agreement. Changes to scope require written change orders signed by authorized representatives of both parties.

Payment Terms

Invoices shall be submitted in accordance with the payment schedule above and are payable within days of receipt, unless otherwise agreed in writing. Unless otherwise specified, payments shall be made in U.S. dollars.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon prior written notice to the other party of days. Either party may terminate for material breach if the breach is not cured within days after written notice specifying the breach.

Confidentiality

For the purposes of this Agreement, Confidential Information means all nonpublic information disclosed by one party (Disclosing Party) to the other (Receiving Party) 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. Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that (a) is or becomes generally available to the public without breach of this Agreement, (b) was in the Receiving Party’s possession prior to receipt from the Disclosing Party, (c) is received by the Receiving Party from a third party without breach of any obligation of confidentiality, or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. If disclosure is compelled by law or order of a court or governmental authority, Receiving Party shall provide prompt written notice to Disclosing Party to permit the Disclosing Party to seek a protective order or other appropriate remedy.

Indemnification

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of third-party claims to the extent caused by Indemnitor’s negligence, willful misconduct, or breach of this Agreement.

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 arising under this Agreement.

Entire Agreement

This Agreement, together with any executed project addenda and statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

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