Business PDR Document

Business PDR Document

This Business PDR Document (the "Agreement") is entered into as of the Effective Date by and between Provider Name: and Client Name: . Effective Date: .

WHEREAS

WHEREAS, Provider is engaged in the business of conducting preliminary design reviews, feasibility assessments and related consulting services and possesses the necessary experience, personnel and facilities to perform such services; and

WHEREAS, Client desires to retain Provider to perform a Preliminary Design Review ("PDR") for the project identified below, and Provider is willing to perform such services on the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that the PDR will define the initial design scope, identify material risks, and provide recommendations necessary for Client's decision-making process with respect to continuing to subsequent design phases.

Scope of Work

Provider shall perform the Preliminary Design Review services described below. The scope shall include evaluation of existing documentation, review meetings with Client stakeholders, a design risk register, recommendations for mitigation and a written PDR report delivered to Client.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the services rendered under this Agreement. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured for thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other, whether disclosed orally, visually, or in writing, 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 does not include information that (i) is or becomes publicly available through no fault of the receiving party; (ii) was already in the receiving party's lawful possession prior to disclosure; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (a) use Confidential Information solely for the purposes of performing this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors and advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. The obligations of confidentiality shall survive termination or expiration of this Agreement for years, except with respect to trade secrets where protection shall last as long as the information qualifies as a trade secret under applicable law.

Governing Law

This Agreement and any dispute arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Limitation of Liability & Remedies

Except for breaches of confidentiality or instances of gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, punitive or special damages. The parties' aggregate liability for any claim arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

Entire Agreement

This Agreement, including any attachments or documents incorporated by reference and any written 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 and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and executed by authorized representatives of both parties.

Acceptance

Delivery of the PDR report and any associated deliverables shall be deemed accepted by Client if Client does not provide written notice of rejection specifying deficiencies within ten (10) business days of delivery. If deficiencies are timely reported, Provider shall use commercially reasonable efforts to remedy such deficiencies at no additional charge where such deficiencies arise from Provider's failure to perform in accordance with the agreed Scope of Work.

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