Business PGQ Document

Business PGQ Document

This Business PGQ Document ("Agreement") is entered into as of by and between (Client) and (Service Provider). Client Address:

RECITALS

WHEREAS, Client seeks to procure certain goods and services described herein and has requested that the Service Provider submit qualifications, pricing and a proposed approach; and

WHEREAS, Service Provider represents that it possesses the necessary expertise, personnel, and resources to perform the work and provide the deliverables in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations and other terms applicable to the engagement.

SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables described in this Section and any attachments incorporated by reference. Service Provider shall perform in a professional manner consistent with industry standards and applicable laws.

PAYMENT TERMS

Client shall pay Service Provider in accordance with the following terms. All amounts are in the currency specified below. Unless otherwise stated, invoices are due net upon receipt.

All payments are subject to the Client's right to withhold amounts reasonably disputed in good faith. Service Provider shall not suspend work for invoice disputes so long as the dispute is raised promptly and disputes are pursued diligently.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the nature of the breach. Termination shall not relieve either party of obligations that accrued prior to termination, including payment obligations.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a disclosing party to a receiving party, whether oral, written or electronic, 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. Confidential Information includes pricing, financials, technical data, trade secrets, and business plans.

The receiving party shall: (a) hold Confidential Information in strict confidence and take reasonable measures to protect it; (b) use Confidential Information solely for the purposes of performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party 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 herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission of the receiving party; (ii) is lawfully received from a third party without breach of any confidentiality obligation; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information. If disclosure is compelled by law, the receiving party shall provide prompt notice to the disclosing party to allow it to seek protective relief.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Service Provider represents that the services will be performed in a professional and workmanlike manner consistent with prevailing industry standards.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Except as otherwise stated, the aggregate liability of either party for direct damages shall be limited to the total fees paid or payable under this Agreement in the prior twelve (12) months.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to choice-of-law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except to a successor in interest in connection with a merger or sale of substantially all assets.

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