Business PCCD Document Template

Business PCCD Document Template

Parties and Effective Date

Effective Date:

Client Name:   Client Address:

Contractor Name:   Contractor Address:

Recitals

WHEREAS, Client is engaged in the business of providing products and/or services and desires to engage Contractor to perform certain professional services described herein; and

WHEREAS, Contractor represents that it has the qualifications, experience, and ability to perform the services in a professional and timely manner; and

WHEREAS, the parties wish to set forth the terms and conditions upon which Contractor will perform such services and the compensation to be paid by Client.

Scope of Work

Contractor shall provide the services and deliverables described below. The Scope of Work constitutes a material part of this Agreement. Any change to the Scope of Work must be agreed in writing by both parties and accompanied by an adjustment to the Compensation and Schedule where necessary.

Payment Terms

In consideration of the performance of the Scope of Work, Client will pay Contractor as follows.

All fees are payable in lawful currency. Contractor will submit invoices in accordance with the Payment Schedule. Unless otherwise stated, Client shall pay undisputed invoices within thirty (30) days of invoice date. Any disputed amounts must be notified in writing within ten (10) days of receipt of invoice and the parties shall act in good faith to resolve such disputes.

Term and Termination

This Agreement commences on and continues until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience by providing the other party written notice at least the number of days specified in the Termination Notice Period. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within fourteen (14) days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by either party relating to business plans, technology, financial information, customer lists, pricing, trade secrets, and any work product, whether disclosed orally, in writing, or electronically. Each party shall hold Confidential Information in strict confidence, shall not disclose it to third parties except on a need-to-know basis to its employees, agents, or representatives who are bound by confidentiality obligations at least as restrictive as those herein, and shall use such Confidential Information only to perform its obligations under this Agreement.

The obligations in this Section do not apply to information that: (a) is or becomes generally available to the public through no breach of this Agreement; (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (c) is received 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. Each party shall return or destroy Confidential Information upon termination of this Agreement, except one copy may be retained for legal and archival purposes subject to continuing confidentiality obligations.

Intellectual Property and Work Product

Unless otherwise agreed in writing, all work product, deliverables, and materials created by Contractor specifically for Client under this Agreement shall be deemed "work made for hire" and assigned to Client upon full payment. Contractor retains the right to use general skills, knowledge, and experience for other clients, provided no Confidential Information or Client-owned work product is used or disclosed.

Liability and Indemnification

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. Except for liability arising from breach of confidentiality, gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable for consequential, incidental, or punitive damages. The parties' aggregate liability shall not exceed the total compensation paid 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 conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located within that State, unless the parties mutually agree to alternative dispute resolution.

Entire Agreement; Amendments

This Agreement, including all exhibits, schedules, and statements of work referenced herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications relating to the subject matter. No amendment, modification, or waiver of any provision shall be effective unless in writing and signed by duly authorized representatives of both parties.

Counterparts and Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding and have the same force and effect as original signatures.

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