Business PD Forms

BUSINESS PD FORMS

This Business Professional Development Agreement ("Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires professional development, training, consulting and related services in the area of business operations, personnel development, and process improvement; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to provide such services and is willing to provide those services to Client under the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the total fee of for the services described above, subject to the following schedule and invoicing procedures:

Invoices shall be submitted to Client in writing and are payable within days of receipt unless otherwise agreed in writing. A late fee of % per month (or the maximum permitted by law, if less) will be applied to overdue balances. Client shall also reimburse Service Provider for reasonable out‑of‑pocket expenses preapproved in writing.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within 15 days of written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all nonpublic information disclosed by one party (the Disclosing Party) to the other (the Receiving Party), whether oral, written or electronic, 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 includes, without limitation, business plans, client lists, pricing, proprietary methods, technical data, and personnel information.

The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein. Confidential Information does not include information that: (i) is or becomes public other than through a breach by the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to disclosure; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law. Remedies for breach of this confidentiality provision include injunctive relief and any other remedy available at law or in equity.

NOTICES

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform the obligations contemplated herein; and that performance of its obligations will not violate any other agreement or obligation of such party. Service Provider further represents that services will be performed in a professional and workmanlike manner consistent with industry standards.

LIMITATION OF LIABILITY

Except for liability arising from intentional misconduct, gross negligence, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, exemplary, or punitive damages, and each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during 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 conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or 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, negotiations, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Individual LLC Corporation Other:

Individual LLC Corporation Other:

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