Business PIW Template

BUSINESS PIW TEMPLATE

This Business Project Information & Work Agreement ("Agreement") is entered into as of , (the "Effective Date"), by and between:

Company Name:

Service Provider Name:

RECITALS

WHEREAS, Company requires certain professional services and deliverables relating to the project described herein; and

WHEREAS, Service Provider represents that it possesses the expertise, personnel and resources necessary to perform the work described in this Agreement and is willing to perform such work under the terms and conditions set forth; and

WHEREAS, the parties desire to set forth the scope, terms of payment, confidentiality obligations and other contractual provisions governing their relationship for the project described below.

PROJECT IDENTIFICATION

SCOPE OF WORK

Service Provider shall perform the services and provide the deliverables described below in accordance with the standards of care customarily practiced by competent professionals performing similar services.

PAYMENT TERMS

Company shall pay Service Provider the compensation set forth below in consideration for the performance of the Scope of Work. Unless otherwise expressly provided, all amounts are stated in U.S. dollars and are exclusive of taxes for which Company is responsible.

All invoices shall itemize services performed and expenses incurred. If Company disputes an invoice in good faith, Company shall provide written notice to Service Provider within the payment period specifying the basis of the dispute; the undisputed portion shall be paid when due.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall be without prejudice to any rights or remedies that accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party to the other party, including business plans, technical data, pricing, customer lists and other proprietary information. Each party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information only to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

The foregoing obligations shall not apply to information that: (i) is or becomes public through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without reference to the other party's Confidential Information; or (iv) is required to be disclosed by law, provided that the disclosing party, to the extent permitted, gives prompt notice to the other party and cooperates in any protective measures.

INDEMNIFICATION AND INSURANCE

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its negligent acts or willful misconduct in performing this Agreement. Service Provider shall maintain commercially reasonable liability insurance appropriate to the services performed and, upon request, shall furnish certificates of insurance to Company.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor. Nothing in this Agreement establishes an employment, agency or partnership relationship between the parties. Service Provider shall be responsible for all taxes, withholdings and other statutory obligations of an independent contractor.

GOVERNING LAW; DISPUTE RESOLUTION

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. The parties shall attempt in good faith to resolve any disputes arising under this Agreement through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in the agreed jurisdiction, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments, exhibits or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of 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 its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all of its assets.

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