Business PJR Template

Business PJR Template

This Business Project Job Request Agreement (the Agreement) is made and entered into as of Effective Date: between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires certain professional services and/or deliverables described herein for the project identified as Project Title: ; and

WHEREAS, Provider represents that it has the competence, resources, and personnel to perform the services described in this Agreement in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform the services and deliverables.

Scope of Work

Deliverables shall include specifications, documentation, and interim progress submissions as identified in the scope. Provider shall perform services in accordance with schedules approved in writing by Client and shall allocate qualified personnel to complete the work.

Payment Terms

All payments are due within Payment Period: days from invoice receipt. Provider shall submit invoices itemizing work performed and expenses. Client shall pay undisputed amounts in accordance with the schedule.

Any undisputed amount not paid when due shall accrue interest at the lesser of Late Fee Rate: or the maximum rate permitted by law. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

The term of this Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least Notice Period (days): days prior to the effective termination date. Provider will be paid for services performed and expenses incurred through the effective date of termination.

Either party may terminate for material breach if the other party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination for cause does not relieve the breaching party of liability for damages resulting from its breach.

Confidentiality

For purposes of this Agreement, Confidential Information means all non-public information disclosed by either party that is marked confidential or would reasonably be considered confidential given its nature. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or advisors with a need to know and subject to confidentiality obligations no less protective than those herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is lawfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law or court order, provided the disclosing party gives prompt notice and cooperates to seek a protective order or confidential treatment.

The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement and that the execution and delivery of this Agreement has been duly authorized. Provider further warrants that services will be performed in a professional and workmanlike manner consistent with prevailing industry standards for similar services.

Liability and Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, and expenses arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for indemnification obligations and willful misconduct, neither party shall be liable to the other for incidental, consequential, or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Governing State selected above, without regard to conflicts of law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in that jurisdiction for any disputes arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including all exhibits and attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written. Any amendments must be in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its duties without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes the assigning party's obligations.

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