Business PQP Document

BUSINESS PQP DOCUMENT

Client Name:    Client Address:

Service Provider Name:    Service Provider Address:

RECITALS

WHEREAS, Client engages Service Provider to prepare and implement a Project Quality Plan ("PQP") to govern the execution of the project identified as Project Name: ;

WHEREAS, Service Provider represents that it possesses the professional expertise, personnel, procedures, and quality control systems necessary to perform the PQP and deliver compliant work in accordance with this Agreement effective as of Effective Date: ;

WHEREAS, the parties desire to establish the terms and conditions under which the PQP will be developed, delivered and maintained.

SCOPE OF WORK

Service Provider shall prepare, deliver and implement a Project Quality Plan describing processes, responsibilities, metrics, inspection and testing requirements, corrective action procedures, document control and record retention specific to the project. The PQP shall address quality acceptance criteria for deliverables, roles of key personnel, and audit procedures.

PAYMENT TERMS

Total Contract Amount: $

Invoices shall be submitted to:

Late Payment Fee: on any undisputed amount not paid within after invoice date.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure within thirty (30) days of written notice of such breach.

CONFIDENTIALITY

“Confidential Information” means all non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or electronically, including trade secrets, specifications, procedures, test results, pricing and commercial terms. The receiving party shall (i) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except for those employees, contractors or advisors who have a need to know and are bound to confidentiality obligations no less protective than this Section.

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

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 conflicts of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If negotiation fails, disputes shall be resolved by binding arbitration administered in accordance with the commercial arbitration rules agreed in writing by the parties; absent agreement the arbitration shall be conducted in the county in which Client maintains its principal place of business.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

REPRESENTATIONS; COMPLIANCE

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will comply with all applicable laws, regulations and industry standards. Service Provider shall maintain records evidencing performance and quality checks and shall permit Client reasonable access for inspection and audit upon prior notice.

NOTICES

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 designates in writing. Delivery may be by personal delivery, certified mail, or overnight courier.

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