Business PDU Document

Business PDU Document

This Business Professional Development Unit Agreement (the Agreement) is made as of by and between:

Provider Name:    Provider Address:

Client Name:    Client Address:

Recitals

WHEREAS, Provider is engaged in the business of delivering professional development units, training curriculum, instructional materials, and assessment services designed to meet industry continuing education standards; and

WHEREAS, Client desires to procure specified Professional Development Units (PDUs) and related services from Provider in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the services rendered by Provider qualify as PDUs as contemplated by Client's professional credentialing requirements and that Provider will apply reasonable industry standards in delivering such services.

Scope of Work

Provider shall perform the services described below in a professional, timely manner and shall allocate qualified personnel to perform the tasks. Provider will furnish all training materials, assessments, attendance records, and completion documentation necessary for Client to claim PDUs.

Payment Terms

Total Contract Amount: $

Late Payment Fee: % per month on overdue balances, or the maximum permitted by law, whichever is less. Client shall also be responsible for reasonable collection costs and attorney fees incurred by Provider in enforcing payment.

Term and Termination

Term Commencement:

Termination Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Provider may terminate immediately for Client's uncured material breach, including nonpayment. Upon termination, Client shall pay Provider for all services performed and costs reasonably incurred through the effective date of termination.

Confidentiality

Each party (the Receiving Party) shall hold in strict confidence all non-public, proprietary, or confidential information disclosed by the other party (the Disclosing Party) in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) was known to the Receiving Party prior to disclosure as evidenced by written records, (iii) is lawfully received from a third party without breach of an obligation of confidentiality, or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement, shall restrict disclosure to employees and contractors on a need-to-know basis, and shall take commercially reasonable measures to protect such information. If required by law or court order to disclose Confidential Information, the Receiving Party shall provide prompt written notice to the Disclosing Party and shall cooperate, at the Disclosing Party's expense, in seeking appropriate protective relief.

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. Any action to enforce or interpret this Agreement shall be brought exclusively in the state or federal courts located within that state.

Entire Agreement

This Agreement, including all exhibits and attachments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations, and agreements, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party designates in writing.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's negligent acts, willful misconduct, or material breach of this Agreement, except to the extent caused by the gross negligence or willful misconduct of the indemnified party.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing contained in this Agreement shall be construed to create a partnership, joint venture, or agency relationship. No waiver by either party of any breach shall constitute a waiver of any other or subsequent breach.

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