Business PJA Document

Business PJA Document

This Business PJA Document (the Agreement) is entered into as of between:

RECITALS

WHEREAS, Client requires professional services relating to the project described below and has engaged Service Provider to perform the work under the terms and conditions set forth herein;

WHEREAS, Service Provider has represented that it has the experience, skill, and capacity to perform the requested services and agrees to perform such services in a professional manner in accordance with industry standards;

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality, term, and other material provisions of their agreement.

SCOPE OF WORK

Service Provider shall provide the following services to Client. The description below is the operative scope; any material change to scope must be documented in a written amendment signed by both parties.

PAYMENT TERMS

As full compensation for the services described in this Agreement, Client shall pay Service Provider in accordance with the terms set forth below.

Late payments shall incur interest at the rate of on the outstanding balance, or the maximum allowed by applicable law, whichever is lower.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective termination date. Termination for material breach shall be effective upon written notice if the breach is not cured within days after receipt of notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means nonpublic business, technical, financial or operational information disclosed by either party in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations in this section do not apply to information that is (i) publicly known through no breach by the receiving party; (ii) rightfully received from a third party without restriction; (iii) independently developed without use of the other party’s Confidential Information; or (iv) required to be disclosed by applicable law, provided the disclosing party gives prompt written notice and cooperates in any lawful attempt to limit disclosure.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of the indemnifying party’s breach of this Agreement, willful misconduct, or negligence in the performance of its obligations under this Agreement, provided the indemnified party gives prompt written notice of any claim and cooperates in the defense.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments or amendments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification of this Agreement will be effective unless in a written instrument signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. If any provision of this Agreement is held unenforceable, the remainder of the Agreement will remain in full force and effect.

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