Business MPT Template

Business MPT Template

This Master Professional Services Agreement (the "Agreement") is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Party A is duly organized and experienced in providing professional services, including but not limited to consulting, development, and project management, and has represented that it possesses the skill and capacity to perform the services described in this Agreement; and

WHEREAS, Party B desires to engage Party A to perform such services under the terms and conditions set forth herein, and Party A is willing to provide such services to Party B on the terms set forth in this Agreement.

SCOPE OF WORK

Party A shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The scope may be amended only by written change order signed by authorized representatives of both parties.

PAYMENT TERMS

In consideration for the services rendered by Party A, Party B shall pay Party A in accordance with the following terms.

All invoices are payable within days of receipt unless otherwise agreed in writing. Payments not received within that period shall accrue a late fee of:

Payment shall be made by the method specified by Party A:

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Party B shall pay Party A for all services performed and expenses incurred up to the effective date of termination, including any non-cancellable commitments made by Party A in connection with the performance of this Agreement.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other party ("Recipient"), whether disclosed orally, visually or in writing, that is designated as confidential or that, due to its nature or the circumstances of disclosure, reasonably should be understood to be confidential.

The Recipient shall: (a) maintain the confidentiality of the Discloser's Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Recipient; (ii) was lawfully in the Recipient's possession prior to receipt from the Discloser; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

The obligations in this Section are in addition to, and do not limit, any equitable remedies available to the Discloser, including injunctive relief.

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 agree that the state and federal courts located within that State shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules attached hereto and any mutually executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

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

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices are effective upon personal delivery, confirmed facsimile or electronic transmission, or three (3) days after deposit in the United States mail, postage prepaid, certified or registered mail.

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