Business PAFP Document

Business PAFP Document

Parties

Client Name:

Provider Name:

Recitals

WHEREAS, Client engages Provider to perform certain professional services described herein, and Provider has represented that it has the expertise, personnel and capacity to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider shall perform services for Client and the compensation to be paid to Provider; and

WHEREAS, the parties intend that this Agreement allocate rights, duties and remedies between them, and that the terms herein constitute the entire agreement between the parties with respect to the subject matter hereof.

Scope of Work

Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards and all applicable laws, rules and regulations. Any material change to the scope shall require written amendment signed by both parties.

Payment Terms

Invoices shall be issued by Provider in accordance with the payment schedule. Client shall pay all undisputed invoices within days of receipt.

Late Payment: Any unpaid amount past due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice delivered not less than days prior to the effective termination date. Either party may terminate immediately for material breach if the breach remains uncured for a period of fifteen (15) days after written notice specifying the breach.

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

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other 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 does not include information that is (a) already known by the receiving party without obligation of confidentiality, (b) publicly known through no wrongful act of the receiving party, (c) rightfully received from a third party without breach of any obligation of confidentiality, or (d) independently developed by the receiving party without use of confidential materials.

The receiving party shall (i) hold Confidential Information in strict confidence, (ii) not use Confidential Information for any purpose outside the scope of this Agreement, and (iii) not disclose Confidential Information to any third party except to its employees, agents or contractors with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations in this section shall survive termination of this Agreement for a period of three (3) years.

Independent Contractor; Indemnification; Limitation of Liability

Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, joint venture or agency relationship between the parties. Provider is solely responsible for all taxes, withholdings and other statutory, regulatory or contractual obligations of an employer with respect to Provider's personnel.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement; provided, however, that the indemnified party gives prompt written notice of any claim and cooperates in the defense.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable for consequential, incidental, special or punitive damages, and aggregate liability shall not exceed the sums paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law rules. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved through negotiation within thirty (30) days, the parties may pursue any remedy available at law or in equity.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices required under this Agreement shall be in writing and sent to the addresses set forth above, effective upon receipt. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

Acknowledgement

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing on its behalf is duly authorized, and that the execution and performance of this Agreement will not violate any agreement or obligation to a third party.

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