Business PFA Template

Business PFA (Professional Fee Agreement)

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client seeks to retain Provider to perform professional services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, Provider represents that it has the professional qualifications, skills, and experience necessary to perform the services described herein and agrees to provide such services to Client on the terms set forth below; and

WHEREAS, the parties desire to set forth their respective obligations with respect to the engagement and payment for services rendered.

Scope of Work

Provider shall perform the services and deliverables described below. The scope is subject to modification only by written amendment signed by both parties.

Payment Terms

Total Fee: $

Invoicing: Provider shall submit invoices to Client in accordance with the payment schedule above. Payments are due within days of invoice receipt.

Late Fee: Any undisputed amount not paid when due shall accrue interest at % per month (or the maximum rate permitted by applicable law, if less) until paid.

Expenses: Client shall reimburse Provider for reasonable, preapproved out-of-pocket expenses incurred in connection with the performance of services. Such expenses shall be invoiced with supporting receipts.

Term and Termination

This Agreement shall commence on the Effective Date: 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 upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver all work in progress and shall be entitled to payment for services performed and approved expenses incurred through the effective date of termination, subject to Client's right to set off amounts for unperformed work or defects.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether oral or written, 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.

Confidentiality Obligations: Each party shall (a) use Confidential Information solely for the purposes of performing under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a bona fide need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

Exclusions: 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 known to the receiving party prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party without obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Mandatory Disclosures: If a receiving party is compelled by law to disclose Confidential Information, it shall, to the extent legally permitted, provide prompt written notice to the disclosing party and cooperate in any lawful efforts by the disclosing party to limit or contest the disclosure.

Relationship of the Parties; Insurance

Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employment relationship, joint venture, agency, or partnership between the parties. Provider shall maintain, at its expense, insurance coverage appropriate to the services, including commercial general liability and professional liability insurance where applicable.

Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising under this Agreement.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment shall be valid only if in writing and signed by both parties.

Miscellaneous

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign its rights to a successor in connection with a merger or sale of substantially all of its assets.

Notices

Notices under this Agreement shall be in writing and delivered to the party at the address set forth above or such other address as either party may specify in writing. Notices are effective upon receipt.

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