Business PQP Template

BUSINESS PQP TEMPLATE

This Business PQP Template (the "Agreement") is made effective as of by and between Company Name: , with principal place of business at (hereinafter "Company"), and Contractor Name: , with principal place of business at (hereinafter "Contractor"). Company and Contractor may be referred to collectively as the "Parties" and individually as a "Party".

WHEREAS

WHEREAS, Company requires the development and implementation of a Project Quality Plan ("PQP") to define quality objectives, roles, procedures, and deliverables for the project described herein; and

WHEREAS, Contractor represents that it has the experience, personnel, and resources necessary to prepare and implement the PQP in accordance with the terms and conditions of this Agreement; and

WHEREAS, the Parties desire to set forth in writing the scope, schedule, payment, confidentiality, and other terms governing Contractor’s preparation and delivery of the PQP.

1. SCOPE OF WORK

2. PAYMENT TERMS

Any undisputed amount not paid within days of the invoice due date shall accrue interest at a rate of percent per month (or the maximum lawful rate if lower). Contractor may suspend services if payments are more than overdue, after providing written notice.

3. TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party at least days prior to the effective date of termination. In the event of termination for convenience, Company shall pay Contractor for services performed and authorized expenses incurred through the effective date of termination, subject to any applicable offsets.

Either Party may terminate immediately for material breach by the other Party if such breach remains uncured for a period of after written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that, under the circumstances of disclosure, ought reasonably to be treated as confidential. Confidential Information does not include information that (a) is or becomes generally known to the public without breach of this Agreement by the Receiving Party, (b) was in the Receiving Party's possession prior to receipt from the Disclosing Party without obligation of confidentiality, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to its employees, agents, and subcontractors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Contractor grants Company a nonexclusive, perpetual, worldwide, royalty-free license to use deliverables produced under this Agreement for the intended business purpose. Contractor represents and warrants that deliverables will not infringe third-party intellectual property rights. Contractor shall, at its expense, defend and hold Company harmless against any third-party claim alleging that the deliverables infringe any copyright, patent, or other proprietary right, and shall indemnify Company for any damages finally awarded or settlement amounts.

6. LIMITATION OF LIABILITY

Except for breaches of confidentiality, willful misconduct, or gross negligence, neither Party shall be liable to the other for incidental, consequential, special, or punitive damages, and each Party's aggregate liability arising out of or related to this Agreement shall not exceed the total amounts paid by Company to Contractor under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to conflicts of law principles.

8. ENTIRE AGREEMENT

This Agreement, including any attachments or statements of work incorporated by reference, 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 of this Agreement must be in writing and signed by duly authorized representatives of both Parties.

9. MISCELLANEOUS

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that Company may assign to an affiliate or successor in connection with a merger or sale of substantially all assets. Notices: All notices shall be in writing and delivered to the addresses set forth above or as subsequently designated in writing. Severability: If any provision is held unenforceable, the remainder of this Agreement shall remain in full force and effect.

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