Business PCS Template

BUSINESS PCS AGREEMENT

This Business PCS Agreement (the Agreement) is entered into as of , (Effective Date), by and between:

Client Name:

Consultant Name:

RECITALS

WHEREAS, Client is engaged in business operations that require professional consulting and related services for business process, compliance and systems improvements (collectively, PCS); and

WHEREAS, Consultant has the expertise and resources to provide PCS described herein and desires to provide such services to Client under the terms and conditions set forth in this Agreement; and

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

SCOPE OF WORK

Consultant shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Any material change to the scope will be documented in a written change order signed by both parties prior to performance of the changed work.

PAYMENT TERMS

All amounts payable hereunder are exclusive of applicable sales, use or other taxes unless otherwise required by law. Client shall reimburse Consultant for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance.

TERM AND TERMINATION

Term Commencement: This Agreement shall commence on , .

Termination Date: This Agreement shall expire on , , unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after receipt of written notice specifying the breach. Upon termination, Client shall pay Consultant for all services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical and financial information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information.

The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely for performance under this Agreement, and (iii) not disclose Confidential Information to any third party except to those employees or contractors who have a need to know and are bound by substantially similar confidentiality obligations. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secret under applicable law.

RELATIONSHIP OF THE PARTIES

Consultant is an independent contractor. Nothing in this Agreement shall be construed to create an employment, agency, joint venture or partnership relationship between the parties. Consultant shall be solely responsible for all taxes, insurance and other obligations associated with its personnel.

Consultant affirms status as an independent contractor and not an employee of Client.

INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of a breach of the indemnifying party's representations, warranties or obligations under this Agreement, except to the extent resulting from the gross negligence or willful misconduct of the indemnified party.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the chosen governing law state without regard to conflict of law principles. The parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute is not resolved through negotiation within thirty (30) days, either party may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT; AMENDMENT

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

SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, achieves the parties' original intent.

Sign Now