Business PEL Template

Business PEL Template

This Professional Engagement Letter (the Agreement) is entered into as of (Effective Date), by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires professional services relating to business evaluation, planning, and execution as further described in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and capacity to perform the services described herein and agrees to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement in a written agreement.

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 conditions.

Late payments shall accrue interest at (or the maximum rate permitted by law), and Client shall be responsible for reasonable collection costs, including legal fees.

Electronic transfer/ACH    Check    Card

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days following written notice.

Upon termination, Client shall pay Service Provider for all work performed and reasonable costs incurred through the effective date of termination. Service Provider shall deliver to Client all completed deliverables and work in progress, and Client shall pay any unpaid, non-disputed invoices within thirty (30) days.

Confidentiality

Each party (Recipient) shall keep confidential and shall not disclose to any third party any non-public information, materials, or data provided by the other party (Discloser) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of Recipient; (b) was in Recipient's possession prior to receipt from Discloser as documented by written records; (c) is independently developed by Recipient without use of or reference to Discloser's Confidential Information; or (d) is rightfully obtained from a third party without breach of any obligation of confidentiality.

Recipient may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Recipient shall take reasonable measures to protect Confidential Information from unauthorized access, disclosure, or use.

If Recipient is required by law or court order to disclose Confidential Information, Recipient will (to the extent permitted) provide Discloser prompt written notice and cooperate with Discloser in any lawful effort to limit disclosure or obtain protective orders.

Representations; Insurance; Indemnification

Each party represents that it has the authority to enter into this Agreement and to perform its obligations hereunder. Service Provider will maintain commercially reasonable levels of insurance appropriate to the services performed and will provide certificates of insurance upon Client's reasonable request.

Service Provider shall indemnify, defend, and hold harmless Client from and against any third-party claims, liabilities, damages, and expenses arising out of Service Provider's gross negligence or willful misconduct in performing the services. Client's indemnification obligations shall be limited to claims arising from Client's breach of this Agreement or Client's own negligence.

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-law principles.

Entire Agreement and Amendments

This Agreement, together with any appendices or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Additional Terms

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties agree that monetary damages may not be an adequate remedy for breaches of confidentiality or intellectual property provisions and that either party may seek injunctive relief in addition to any other remedies available at law or in equity.

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