Business PEI Template

BUSINESS PEI TEMPLATE

Parties and Effective Date

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

WHEREAS

WHEREAS, Client operates a business that requires certain proprietary enterprise information, trade secrets and business processes identified in this Agreement as Protected Enterprise Information (PEI); and

WHEREAS, Provider possesses expertise, personnel and systems to perform services that may require access to Client PEI to accomplish the agreed scope of work; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the use, protection and handling of PEI and the performance of services on the terms and conditions contained herein.

Scope of Work

Provider shall perform services for Client as further described below. The Scope of Work sets out deliverables, milestones and acceptance criteria.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the services. Provider shall invoice Client in accordance with the schedule below. All payments are non-refundable except as expressly provided in this Agreement.

All undisputed invoices are due within after the invoice date unless otherwise agreed in writing. Client shall pay reasonable costs of collection, including attorneys' fees, for overdue amounts.

Term and Termination

Term: This Agreement shall commence on Start Date: and, unless earlier terminated, shall continue until End Date: .

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure the breach within days following written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to termination.

Confidentiality

For purposes of this Agreement, Protected Enterprise Information (PEI) means all non-public technical, financial, operational, strategic and other proprietary information that the disclosing party designates as confidential or that, under the circumstances of disclosure, ought reasonably to be understood as confidential.

Each receiving party shall: (a) hold PEI in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use PEI except to perform obligations under this Agreement; and (c) not disclose PEI to any third party except to employees, contractors or affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations in this Section shall not apply to information that: (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of PEI.

The confidentiality obligations shall survive termination of this Agreement for a period of years, provided that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law. Remedies for breach shall include injunctive relief and any other available equitable or legal remedies.

Representations; Indemnity; Liability

Each party represents that it has the authority to enter into this Agreement and perform its obligations. Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards. Each party shall indemnify and hold harmless the other from third-party claims arising from its gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES. TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

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 laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation; if unresolved within thirty (30) days, disputes shall be resolved in the state or federal courts located in the jurisdiction specified above and each party consents to personal jurisdiction and venue therein.

Entire Agreement; Amendment

This Agreement, including any attachments and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous oral or written agreements. No amendment, modification or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the other party's prior written consent, except to a successor by merger or sale of substantially all assets. Independent Contractor: Provider shall perform services as an independent contractor and nothing in this Agreement creates an employment relationship. Notices: Notices shall be in writing and delivered to the addresses listed above or as otherwise provided in writing by a party.

Acknowledgment

Each party acknowledges that it has read, understands and agrees to be bound by the terms and conditions of this Agreement and that it has the authority to execute this Agreement on behalf of the party for which it signs.

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