Business PCR Template

BUSINESS PCR TEMPLATE

Effective Date:    PCR Reference ID:

WHEREAS

WHEREAS, Requesting Party: seeks to initiate a project change request (the "PCR") relating to the initiatives described in this document;

WHEREAS, Implementing Party: has the experience and capacity to evaluate and implement the requested changes under the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

The Requesting Party agrees to pay the Implementing Party the total sum of USD for the services and deliverables described above.

Payment due within days of invoice. Late payments shall incur a late fee equal to % per month on the outstanding balance, or the maximum permitted by law, whichever is lower.

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 for convenience upon written notice to the other delivered at least days in advance. Termination for cause may be effected immediately upon written notice if a material breach is not cured within 15 days following receipt of written notice of such breach.

Upon termination, the Implementing Party shall deliver all completed deliverables and an accounting of work performed to date. Requesting Party shall pay for all services performed and documented expenses incurred through the effective date of termination, subject to any offsets for breach.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may obtain confidential or proprietary information of the other party. "Confidential Information" includes non-public technical, financial, operational, and business information disclosed in writing, orally (if reduced to writing within 30 days), or by observable practice. Neither party shall disclose Confidential Information to any third party or use it except to perform obligations under this Agreement.

Exclusions: Confidential Information does not include information that is (a) publicly known through no breach by the receiving party; (b) rightfully received from a third party without restriction; (c) independently developed without use of the disclosing party's Confidential Information; or (d) required to be disclosed by law, provided the disclosing party is given prompt notice and reasonable assistance to seek protective measures.

The parties agree to treat Confidential Information with no less than reasonable care and to limit access to employees, agents, or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Acknowledgment of mutual confidentiality obligations: Parties acknowledge and accept the confidentiality obligations described above.

CHANGE REQUEST PROCESS (PCR)

Approval Required: Yes    Approver Name:

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice-of-law principles.

Entire Agreement: This Agreement, together with any attachments, schedules and approved change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No modification, waiver, or amendment shall be effective unless in writing and signed by duly authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect to the fullest extent permitted by law.

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