Business PDP Document

Business PDP Document

Parties and Recitals

This Project Development Plan and Agreement (the Agreement) is entered into as of between Client Name: and Provider Name: .

WHEREAS, Client requires the development, planning, and delivery of the project described as Project Title: (the Project); and

WHEREAS, Provider has represented that it has the experience, personnel, and capability to perform and deliver the Project in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms that will govern the performance, delivery, payment, confidentiality, and ownership of deliverables arising from the Project.

Scope of Work

Deliverables shall include the items and milestones set forth below, together with acceptance criteria. Provider will submit each deliverable in the format and by the deadline set forth in the delivery schedule.

Due Date:

Due Date:

Payment Terms

Total Contract Amount: $

Provider shall invoice Client in accordance with the schedule above. Invoices are payable within days of receipt unless otherwise agreed in writing.

Late Payment Fee: per month on outstanding amounts, subject to a minimum late fee of $ .

All fees are exclusive of taxes. Client is responsible for sales, use, value-added and other taxes assessed in connection with this Agreement, excluding taxes based on Provider's net income.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause may occur where the breaching party fails to cure a material breach within days following written notice specifying the breach.

Upon termination, Client shall pay Provider for all work performed and unreimbursed expenses incurred through the effective date of termination. Provider shall deliver all completed and in-progress deliverables to Client and, subject to the Confidentiality provisions below, shall cooperate to transfer work product as reasonably requested.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary, technical, business or financial information disclosed by either party to the other, whether disclosed orally, in writing, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Receiving party will: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was within Receiving Party's possession prior to disclosure; (iii) is received from a third party without restriction and without breach of a confidentiality obligation; or (iv) is independently developed without use of the Disclosing Party's Confidential Information. Upon termination or written request, Receiving party will promptly return or destroy Confidential Information and certify such return or destruction in writing.

Intellectual Property

Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to final deliverables created specifically for Client under this Agreement, subject to Client's payment of all fees due. Provider retains ownership of Provider's pre-existing tools, methodologies, software, templates, and general know-how. Provider grants Client a perpetual, worldwide, non-exclusive license to use any Provider pre-existing materials incorporated in deliverables to the extent necessary to use the deliverables for Client's internal business purposes.

Warranties; Limitation of Liability

Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict-of-law principles. The parties agree to attempt in good faith to resolve any dispute promptly by negotiation between executives who have authority to settle the controversy. If the dispute is not resolved within thirty (30) days, either party may pursue any available legal or equitable remedies.

Entire Agreement; Amendments

This Agreement, including all exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the Project and supersedes all prior and contemporaneous agreements and understandings, both written and oral. Any amendment or modification of this Agreement must be in writing and executed by authorized representatives of both parties.

Notices

Miscellaneous

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture or employment relationship between the parties.

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to a successor by way of merger or sale of substantially all assets.

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