Business PPW Document

BUSINESS PPW DOCUMENT

This Business PPW Document (the Agreement) is entered into as of by and between:

Client Name:    Client Address:

Provider Name:    Provider Address:

RECITALS

WHEREAS, Client desires to procure certain products, services and related warranties as set forth in this Agreement and Provider represents that it is duly qualified and able to provide such products and services in accordance with the terms herein;

WHEREAS, Provider will perform the services and supply the products in accordance with the specifications and schedule contained in the Scope of Work and will provide warranty commitments described in this Agreement;

WHEREAS, the parties intend that this Agreement set forth the full and exclusive terms and conditions under which Provider will perform services, deliver products, receive payment, and provide any warranty coverage.

SCOPE OF WORK

The Scope of Work includes all labor, materials, equipment, testing, delivery, installation and warranties specifically described above. Any work or supply outside the Scope of Work requires a written change order signed by authorized representatives of both parties.

PAYMENT TERMS

Total Contract Amount: $

Payments are due within days of invoice receipt unless otherwise specified in the Payment Schedule. All payments shall be made in lawful currency to:

Late Payment: If any undisputed amount remains unpaid after the payment due date, Provider may assess a late fee of % per month and/or a flat collection fee of $. Such fees are cumulative and do not limit Provider's other remedies.

TERM AND TERMINATION

Commencement Date:    Termination/End Date:

Either party may terminate this Agreement for convenience upon giving written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days of written notice. Termination does not relieve Client of obligation to pay for work performed and costs incurred prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, technical, financial or other information disclosed by one party to the other, whether disclosed orally, in writing or by inspection, and which is marked or identified as confidential or would reasonably be considered confidential under the circumstances.

Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) not disclose such Confidential Information to any third party except as permitted below; and (c) use Confidential Information solely to perform its obligations under this Agreement. The receiving party shall exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Permitted disclosures: Confidential Information may be disclosed to employees, contractors or professional advisors who have a need to know and are bound by confidentiality obligations no less protective than this Agreement. Confidential Information does not include information that is or becomes public through no fault of the receiving party, is independently developed, or is rightfully obtained from a third party without restriction.

Confidentiality obligations apply as stated above

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of competent courts located in that jurisdiction for any litigation arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Waiver: The failure of either party to enforce any right shall not constitute a waiver of that right.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.

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