Business PFR Template

Business PFR Template

This Business Performance, Funding, and Reporting Agreement ("Agreement") is entered into by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, the Client seeks to obtain specified business performance reporting, funding administration, and related advisory services to support the Client's strategic objectives; and

WHEREAS, the Service Provider represents that it possesses the qualifications, experience, and capacity to provide such services, including preparation of periodic performance and funding reports and liaison with designated funding parties; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will deliver such services and the Client will remit payment therefor.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount: $ . Payment shall be made in accordance with the schedule below.

Invoices shall be due within days of invoice date. Past due amounts shall incur a late fee of % per month or the maximum permitted by law, whichever is less.

Unless otherwise stated, all fees are exclusive of taxes. The Client shall be responsible for paying any sales, use, value-added, or similar taxes arising from the transactions contemplated by this Agreement.

TERM AND TERMINATION

Term Commencement Date: . Termination Date:

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice.

Upon termination, the Service Provider shall deliver all completed deliverables and reasonably cooperate to transition work products. The Client shall pay for all work performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party 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 includes business plans, financial data, customer lists, pricing, trade secrets, and technical information.

Each party shall: (a) hold Confidential Information of the other in strict confidence using no less than a reasonable standard of care; (b) use Confidential Information solely for the purposes of performing under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

The foregoing obligations shall not apply to information that: (i) was in the public domain through no breach by the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without obligation of confidentiality; or (iv) is independently developed by the receiving party. Obligations of confidentiality shall survive termination of this Agreement for years.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for breaches of confidentiality, willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special, punitive, or indirect damages, even if advised of the possibility of such damages. The Service Provider shall indemnify and hold harmless the Client from third-party claims arising from the Service Provider's willful misconduct or negligent performance. The Client shall indemnify the Service Provider for claims arising from Client-provided data or instructions.

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 dispute arising under or in connection with this Agreement shall be resolved in the appropriate state or federal courts located in that jurisdiction.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Assignment: Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets.

Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that preserves the original intent.

NOTICE INFORMATION

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