Business PMG Document

BUSINESS PMG DOCUMENT

This Business PMG Document (the "Agreement") is made and entered into as of by and between with a principal place of business at (hereinafter "Service Provider"), and with a principal place of business at (hereinafter "Client").

RECITALS

WHEREAS, Service Provider operates a project management and governance service specializing in business process oversight, program management, and related advisory services; and

WHEREAS, Client desires to engage Service Provider to perform certain project management, governance, and advisory services described herein, and Service Provider is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to govern the parties' respective rights and obligations with respect to the services, deliverables, and payment described below.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the performance of the services. Fees are exclusive of taxes and reimbursable expenses unless otherwise stated.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Section, will continue in effect until .

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

The parties acknowledge that in connection with this Agreement each may receive or have access to confidential and proprietary information of the other party ("Confidential Information"). Confidential Information includes, but is not limited to, business plans, financial information, project materials, software, technical data, customer lists, and trade secrets, whether disclosed orally, in writing, or by inspection of tangible objects. Confidential Information does not include information that: (i) is or becomes generally known to the public other than as a result of a breach of this Agreement; (ii) was in the receiving party's lawful possession prior to the disclosure and had not been obtained by the receiving party either directly or indirectly from the disclosing party; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Each party shall (a) hold the other's Confidential Information in strict confidence, (b) not disclose such Confidential Information to any third party except as expressly permitted in this Agreement, and (c) not use such Confidential Information for any purpose other than the performance of obligations under this Agreement. The receiving party may disclose Confidential Information to its 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. If disclosure is required by law or court order, the receiving party shall provide prompt notice to the disclosing party to allow it to seek protective relief.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless expressly agreed otherwise in writing, Client shall retain ownership of all pre-existing intellectual property it provides to Service Provider. Service Provider hereby grants Client a non-exclusive, royalty-free license to use any Service Provider pre-existing materials that are incorporated into the deliverables solely for Client's internal business purposes in connection with the deliverables. Service Provider retains ownership of methodologies, templates, and tools developed or used in providing the services, subject to Client's limited license to use the deliverables as set forth herein.

LIMITATION OF LIABILITY; INDEMNIFICATION

Each party's liability to the other for any claim arising out of or relating to this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES. Service Provider shall defend, indemnify, and hold harmless Client from claims by third parties arising from Service Provider's gross negligence or willful misconduct in performing the services; provided, however, that Client shall promptly notify Service Provider of any such claim and cooperate 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 principles of conflicts of law. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in said state for any disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, 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. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

ADDITIONAL TERMS

Sign Now